Quarterly Report • Mar 31, 2020
Quarterly 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 ended 31.12.2019 |
12 months ended 31.12.2018 |
12 months ended 31.12.2019 |
12 months ended 31.12.2018 |
| Sales revenues | 2,286,065 | 2,418,534 | 531,421 | 566,813 |
| Operating profit | 109,972 | 112,279 | 25,564 | 26,314 |
| Profit before tax | 87,131 | 334,013 | 20,255 | 78,280 |
| Net profit for the period | 60,436 | 270,612 | 14,049 | 63,421 |
| Other comprehensive income net of tax | 69 | (4,508) | 16 | (1,057) |
| Total comprehensive income | 60,505 | 266,104 | 14,065 | 62,364 |
| Cash flows from operating activities | (62,551) | 64,232 | (14,541) | 15,054 |
| Cash flows from investment activities | 135,380 | (268,087) | 31,471 | (62,829) |
| Cash flows from financial activities | 42,089 | (116,765) | 9,784 | (27,365) |
| Total net cash flows | 114,918 | (320,620) | 26,714 | (75,140) |
| Earnings (loss) per ordinary share (in PLN/EUR) | 1.15 | 5.13 | 0.27 | 1.20 |
| as at 31.12.2019 |
as at 31.12.2018 |
as at 31.12.2019 |
as at 31.12.2018 |
|
| Total assets | 3,889,932 | 3,927,454 | 913,451 | 913,362 |
| Total non-current liabilities | 1,632,936 | 1,393,685 | 383,453 | 324,113 |
| Total current liabilities | 793,790 | 1,131,068 | 186,401 | 263,039 |
| Total equity | 1,463,206 | 1,402,701 | 343,597 | 326,210 |
| 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 |
| STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 5 | ||
|---|---|---|
| STATEMENT OF FINANCIAL POSITION OF CIECH S.A 6 | ||
| STATEMENT OF CASH FLOWS OF CIECH S.A. 7 | ||
| STATEMENT OF CHANGES IN EQUITY OF CIECH S.A 8 | ||
| 1. | GENERAL INFORMATION 9 | |
| 1.1. | INFORMATION ON THE COMPANY'S ACTIVITIES 9 | |
| 1.2. | BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND ACCOUNTING PRINCIPLES 9 | |
| 1.3. | FUNCTIONAL AND REPORTING CURRENCY 10 | |
| 1.4. | ACCOUNTING POLICIES 11 | |
| 1.5. | CHANGES IN ACCOUNTING POLICIES AND THE SCOPE OF DISCLOSURES 11 | |
| 2. | SEGMENT REPORTING 15 | |
| 3. | NOTES TO THE STATEMENT OF PROFIT OR LOSS AND STATEMENT OF OTHER COMPREHENSIVE INCOME 21 | |
| 3.1. | SALES REVENUES 21 | |
| 3.2. | COST OF SALES, SELLING COSTS, GENERAL AND ADMINISTRATIVE EXPENSES 21 | |
| 3.3. | COSTS BY TYPE 22 | |
| 3.4. | OTHER OPERATING INCOME AND EXPENSES 22 | |
| 3.5. | FINANCIAL INCOME AND EXPENSES 23 | |
| 3.6. | COMPONENTS OF OTHER COMPREHENSIVE INCOME 25 | |
| 4. | INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 26 | |
| 4.1. | MAIN COMPONENTS OF TAX EXPENSE 26 | |
| 4.2. | EFFECTIVE TAX RATE 26 | |
| 4.3. | DEFERRED INCOME TAX 27 | |
| 5. | NOTES TO ASSETS REPORTED IN THE STATEMENT OF FINANCIAL POSITION 30 | |
| 5.1. | PROPERTY, PLANT AND EQUIPMENT 30 | |
| 5.2. | RIGHT-OF-USE ASSETS 33 | |
| 5.3. | INTANGIBLE ASSETS 34 | |
| 5.4. | LONG-TERM FINANCIAL ASSETS 36 | |
| 5.5. | INVENTORIES 39 | |
| 5.6. | SHORT-TERM RECEIVABLES 40 | |
| 5.7. | SHORT-TERM FINANCIAL ASSETS 42 | |
| 5.8. | CASH AND CASH EQUIVALENTS 43 | |
| 6. | EQUITY 44 | |
| 6.1. | CAPITAL MANAGEMENT 44 | |
| 6.2. | EQUITY 44 | |
| 6.3. | DIVIDENDS PAID OR DECLARED 45 | |
| 6.4. | BUSINESS COMBINATIONS AND ACQUISITION OF INTEREST 46 | |
| 7. | LIABILITIES, PROVISIONS, EMPLOYEE BENEFITS 48 | |
| 7.1. | INFORMATION ABOUT FINANCIAL LIABILITIES 48 | |
| 7.2. | OTHER NON-CURRENT LIABILITIES 49 | |
| 7.3. | CURRENT TRADE AND OTHER LIABILITIES 50 | |
| 7.4. | LEASES 51 | |
| 7.5. | PROVISIONS FOR EMPLOYEE BENEFITS 54 | |
| 7.6. | OTHER PROVISIONS 55 | |
| 8. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT 56 | |
| 8.1. | FINANCIAL INSTRUMENTS 56 | |
| 8.2. | FINANCIAL INSTRUMENTS DESIGNATED FOR HEDGE ACCOUNTING 59 | |
| 8.3. | FINANCIAL RISK MANAGEMENT 61 | |
| 8.4. | DETERMINATION OF FAIR VALUE 68 | |
| 9. | OTHER NOTES 70 | |
| 9.1. | NOTES TO THE STATEMENT OF CASH FLOWS 70 | |
| 9.2. | INFORMATION ON CHANGES IN CONTINGENT ASSETS AND LIABILITIES AND OTHER MATTERS 70 | |
| 9.3. | INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 74 | |
| 9.4. | INFORMATION ABOUT AGREEMENTS CONCLUDED WITH THE ENTITY AUTHORISED TO AUDIT THE FINANCIAL | |
| STATEMENTS OF CIECH S.A 76 | ||
| 9.5. | EVENTS AFTER THE BALANCE SHEET DATE 77 | |
| REPRESENTATION BY THE MANAGEMENT BOARD 79 |
| Note | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sales revenues | 3.1 | 2,286,065 | 2,418,534 |
| Cost of sales | 3.2 | (1,942,809) | (2,029,456) |
| Gross profit on sales | 343,256 | 389,078 | |
| Other operating income | 3.4 | 26,903 | 4,154 |
| Selling costs | 3.2 | (178,256) | (221,224) |
| General and administrative expenses | 3.2 | (76,984) | (55,688) |
| Other operating expenses | 3.4 | (4,947) | (4,041) |
| Operating profit | 109,972 | 112,279 | |
| Financial income | 3.5 | 88,495 | 343,552 |
| Financial expenses | 3.5 | (111,336) | (121,818) |
| Net financial income/(expenses) | (22,841) | 221,734 | |
| Profit before tax | 87,131 | 334,013 | |
| Income tax | 4.1, 4.2 | (26,695) | (63,401) |
| Net profit on continuing operations | 60,436 | 270,612 | |
| Net profit for the period | 60,436 | 270,612 | |
| Earnings per share (in PLN): | |||
| Basic | 1.15 | 5.13 | |
| Diluted | 1.15 | 5.13 | |
| Earnings per share (in PLN) from continuing operations: | |||
| Basic | 1.15 | 5.13 | |
| Diluted | 1.15 | 5.13 |
The statement of profit or loss of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Note | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| Net profit for the year | 60,436 | 270,612 | |
| Other comprehensive income before tax that may be reclassified to the statement of profit or loss |
3.6 | 112 | (5,345) |
| Cash flow hedge reserve | 3.6 | 112 | (5,345) |
| Other comprehensive income before tax that may not be reclassified to the statement of profit or loss |
3.6 | (59) | (136) |
| Actuarial gains | (59) | (136) | |
| Income tax attributable to other comprehensive income | 4.1 | 16 | 973 |
| Income tax attributable to other comprehensive income that may be reclassified to the statement of profit or loss |
4.1 | 5 | 947 |
| Income tax attributable to other comprehensive income that may not be reclassified to the statement of profit or loss |
4.1 | 11 | 26 |
| Other comprehensive income net of tax | 69 | (4,508) | |
| TOTAL COMPREHENSIVE INCOME | 60,505 | 266,104 |
The statement of other comprehensive income of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Note | 31.12.2019 | 31.12.2018 | |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 5.1 | 14,131 | 13,551 |
| Intangible assets | 5.3 | 54,414 | 46,057 |
| Long-term financial assets | 5.4 | 2,416,967 | 2,339,188 |
| Deferred income tax assets | 4.3 | 2,166 | 25,514 |
| Rights to use an asset | 5.2 | 29,336 | - |
| Total non-current assets | 2,517,014 | 2,424,310 | |
| Inventory | 5.5 | 30,694 | 41,019 |
| Short-term financial assets | 5.7 | 794,231 | 1,006,464 |
| Trade and other receivables | 5.6 | 378,010 | 400,673 |
| Cash and cash equivalents | 5.8 | 169,983 | 54,988 |
| Total current assets | 1,372,918 | 1,503,144 | |
| Total assets | 3,889,932 | 3,927,454 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 6.2 | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 | |
| Cash flow hedge reserve | 8.2 | (1,035) | (1,152) |
| Actuarial gains | (37) | 11 | |
| Other reserve capitals | 6.2 | 76,199 | 76,199 |
| Retained earnings | 629,619 | 569,183 | |
| Total equity | 1,463,206 | 1,402,701 | |
| Loans, borrowings and other debt instruments | 7.1 | 1,580,756 | 1,333,695 |
| Lease liabilities | 7.4 | 24,405 | - |
| Other non-current liabilities | 7.2 | 26,686 | 59,416 |
| Employee benefits reserve | 7.5 | 1,089 | 574 |
| Total non-current liabilities | 1,632,936 | 1,393,685 | |
| Loans, borrowings and other debt instruments | 7.1 | 301,762 | 493,601 |
| Lease liabilities | 7.4 | 5,035 | - |
| Trade and other liabilities | 7.3 | 451,356 | 532,895 |
| Income tax liabilities | - | 867 | |
| Employee benefits reserve | 7.5 | 2,312 | 421 |
| Other provisions | 7.6 | 33,325 | 103,284 |
| Total current liabilities | 793,790 | 1,131,068 | |
| Total liabilities | 2,426,726 | 2,524,753 | |
| Total equity and liabilities | 3,889,932 | 3,927,454 | |
The statement of financial position of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Note | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit for the period | 60,436 | 270,612 | |
| Amortisation/depreciation | 13,433 | 8,627 | |
| Recognition of impairment allowances | 12,836 | (309,183) | |
| Foreign exchange (profit) /loss | 2,335 | 7,062 | |
| (Profit) / loss on investment activities | - | 82 | |
| (Profit) / loss on disposal of property, plant and equipment | (32) | (30) | |
| Dividends and interest | 8,342 | (5,645) | |
| Income tax | 26,695 | 63,401 | |
| Change in liabilities due to loan arrangement fee | 606 | (1,702) | |
| Value of derivatives | (9,867) | 27,276 | |
| Other | - | 691 | |
| Cash from operating activities before changes in working capital and provisions | 114,784 | 61,191 | |
| Change in receivables | 9.1 | 23,418 | (13,141) |
| Change in inventory | 10,325 | (9,224) | |
| Change in current liabilities | 9.1 | (81,054) | 48,499 |
| Change in provisions and employee benefits | 9.1 | (1,156) | 23,670 |
| Cash generated from operating activities | 66,317 | 110,995 | |
| Interest paid | (78,990) | (40,856) | |
| Income tax (paid) | (49,878) | (5,907) | |
| Net cash from operating activities | (62,551) | 64,232 | |
| Cash flows from investment activities | |||
| Disposal of a subsidiary | - | 69 | |
| Disposal of intangible assets and property, plant and equipment | 34 | 36 | |
| Dividends received | 5,268 | 1,678 | |
| Interest received | 18,607 | 23,981 | |
| Cash pooling inflows | 39,853 | - | |
| Proceeds from repaid borrowings | 293,388 | 136,428 | |
| Acquisition of a subsidiary | (4,867) | (172,371) | |
| Acquisition of intangible assets and property, plant and equipment | (19,893) | (28,607) | |
| Raise capital expenditures and extra charge on capital | (13,780) | (8,180) | |
| Borrowings paid out | (183,230) | (187,270) | |
| Cash pooling outflows | - | (33,851) | |
| Net cash from investment activities | 135,380 | (268,087) | |
| Cash flows from financial activities | |||
| Proceeds from loans and borrowings | 261,701 | 649,072 | |
| Cash pooling inflows | 42,317 | - | |
| Dividends paid to parent company | - | (395,249) | |
| Repayment of loans and borrowings | (256,500) | (334,515) | |
| Cash pooling outflows | - | (36,073) | |
| Payment of lease liabilities | (5,429) | - | |
| Net cash from financial activities | 42,089 | (116,765) | |
| Total net cash flows | 114,918 | (320,620) | |
| Cash and cash equivalents as at the beginning of the period | 54,988 | 375,393 | |
| Impact of foreign exchange differences | 77 | 215 | |
| Cash and cash equivalents as at the end of the period | 5.8 | 169,983 | 54,988 |
The statement of cash flows of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Share capital | Share premium | Cash flow hedge reserve |
Other reserve capitals |
Actuarial gains | Retained earnings | Total equity | |
|---|---|---|---|---|---|---|---|
| Note | 6.2 | 8.2 | 6.2 | ||||
| 01.01.2019 | 287,614 | 470,846 | (1,152) | 76,199 | 11 | 569,183 | 1,402,701 |
| Total comprehensive income for the period | - | - | 117 | - | (48) | 60,436 | 60,505 |
| Net profit / (loss) for the period | - | - | - | - | - | 60,436 | 60,436 |
| Other comprehensive income | - | - | 117 | - | (48) | - | 69 |
| 31.12.2019 | 287,614 | 470,846 | (1,035) | 76,199 | (37) | 629,619 | 1,463,206 |
| 01.01.2018 | 287,614 | 470,846 | 3,246 | 76,199 | 121 | 711,002 | 1,549,028 |
| OB correction due to IFRS 9 | - | - | - | - | - | (17,182) | (17,182) |
| 01.01.2018 | 287,614 | 470,846 | 3,246 | 76,199 | 121 | 693,820 | 1,531,846 |
| Transactions with owners | - | - | - | - | - | (395,249) | (395,249) |
| Dividend payment | - | - | - | - | - | (395,249) | (395,249) |
| Total comprehensive income for the period | - | - | (4,398) | - | (110) | 270,612 | 266,104 |
| Net profit / (loss) for the period | - | - | - | - | - | 270,612 | 270,612 |
| Other comprehensive income | - | - | (4,398) | - | (110) | - | (4,508) |
| 31.12.2018 | 287,614 | 470,846 | (1,152) | 76,199 | 11 | 569,183 | 1,402,701 |
The statement of changes in equity of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Company Name | CIECH Spółka Akcyjna |
|---|---|
| Registered office | Warsaw |
| Address | 62 Wspólna Street, 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 |
| Parent company | KI Chemistry s. à r. l (a subsidiary of Kulczyk Investments) |
CIECH S.A. is a holding company that manages and provides support services to its subsidiaries — domestic and foreign manufacturing, trade and service companies of the CIECH Group. The CIECH Group is an international, professionally managed 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-theart 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.
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 mainly to customers in India, North Africa and the Middle East.
These financial statements of CIECH S.A. 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 separate financial statements 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 separate 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 CIECH S.A.'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 Company'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 separate 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.
On 31 January 2007, the Extraordinary General Meeting of Shareholders of CIECH S.A. adopted resolution No 4, concerning the preparation of separate financial statements in accordance with International Financial Reporting Standards as approved by the European Union. Due to the adopted resolution, since 2007 the reports of CIECH S.A. have been prepared in accordance with the IFRS using the valuation of assets and liabilities and the measurement of net profit/loss. Major accounting principles applied in the preparation of these 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.
The financial statements of CIECH S.A. have been prepared on the historical cost basis except for financial assets and liabilities (derivative instruments) measured at fair value through profit or loss.
These financial statements were prepared under the assumption that CIECH S.A. will continue as a going concern in the foreseeable future. As at the date of approval of these financial statements, no facts or circumstances are known that would indicate any threat to the Company continuing as a going concern.
The financial year for CIECH S.A is the calendar year.
The statement of profit or loss of CIECH S.A. is prepared in the cost by function format. The statement of cash flows is prepared using 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 Company. Issues which require significant assessments or areas where the assumptions and estimates made have a significant impact on these financial statements have been described in note 1.4.
The Polish zloty (PLN) is the functional currency of CIECH S.A., and the reporting currency of these financial statements. Unless stated otherwise, all financial data in these financial statements have been presented in thousands of Polish zlotys (PLN '000). CIECH S.A. has Branches (in Romania and Germany) whose accounting records are kept in local currencies (RON and EUR). For the purpose of preparing the financial statements of CIECH S.A., accounting records of the Branch in Romania are translated using the transaction exchange rates and the accounting records of the Branch in Germany – at the average NBP rate for a given period. Due to an insignificant value of transactions, translation at this exchange rate does not result in a material distortion of results.
To ensure more legible presentation and better understanding of the information disclosed in the financial statements, key accounting principles applicable in CIECH S.A. 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.; 3.5. | Other income and expenses | x | x | |
| 4.1. | Income tax | 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. | Intangible assets | x | x | |
| 5.4. | Long-term financial assets | x | x | |
| 5.5. | Inventories | x | x | |
| 5.6. | Short-term receivables | x | x | |
| 5.7. | Short-term financial assets | x | x | |
| 5.8. | Cash and cash equivalents | x | x | |
| 6.2. | Equity | x | ||
| 7.2. | Other non-current liabilities | x | 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 |
Apart from the changes in accounting policies resulting from the entry into force of new standards, amendments to standards and interpretations, CIECH S.A. 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 financial statements of CIECH S.A. They are presented below, together with other amendments to IAS/IFRS and their potential impact on the Company'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 Company analyses issues related to the recognition of income tax on an ongoing basis – if there are significant uncertainties as to the tax treatment of |
2019 |
| transactions, their estimated effects are | ||
|---|---|---|
| recognised in the financial statements | ||
| 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 Company 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 |
New Standards, amendments to Standards and Interpretations:
On 1 January 2019, CIECH S.A. 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. CIECH S.A. 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 CIECH S.A., 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.
CIECH S.A. 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 Company'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 Company 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 Company 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.
The Company 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 Company, 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 S.A.'s separate financial statements as at 1 January 2019 is as follows (the amounts relate to newly recognized assets):
| Value as at the beginning of the period | 32,518 |
|---|---|
| Vehicles | 902 |
| Buildings, premises, civil and marine engineering structures | 31,616 |
| Right-of-use assets | balance |
| CIECH S.A. | Adjustment to opening |
| Recognized liabilities from lease | 32,518 |
| Recognized rights to use an asset | 32,518 |
| CIECH S.A. | 01.01.2019 |
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 | 38,491 |
|---|---|
| Short-term leases | (47) |
| Low-value leases | (216) |
| Change due to discount | (5,710) |
| Amount of adjustment to lease liabilities as at 1 January 2019, following the implementation of IFRS 16 | 32,518 |
Lease periods used to estimate the value of lease liabilities, broken down by underlying asset classes, were as follows:
| - buildings, premises, civil and marine engineering structures | 1-8 years |
|---|---|
| - vehicles | 1-3 years |
The effects of the implementation of IFRS 16 Leases on CIECH S.A.'s net profit or loss for 2019 are presented below.
| CIECH S.A. | 01.01.-31.12.2019 MSSF 16 |
|---|---|
| Decrease in costs of taxes, charges and services | 5,429 |
| Increase in interest costs (unwinding of discount) | (1,132) |
| Increase in amortisation and depreciation costs | (4,621) |
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) | 2 |
| Costs of lease of low-value assets | 900 |
| Costs related to variable lease payments not included in the measurement of lease liabilities | 1,220 |
CIECH S.A.'s operating segments are designated on the basis of internal reports prepared in the Company and regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance.
CIECH S.A. 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. (the German company also sells its products on its own). Soda segment goods are used in the glass, food, detergent and pharmaceutical industries.
Organic segment – CIECH S.A. was the main supplier of raw materials to companies operating within the organic segment. The CIECH Group companies (CIECH Sarzyna S.A., CIECH Pianki Sp. z o.o.) are the producers of a variety of organic compounds, including polyurethane foams, epoxy resins and polyester resins. These products are used in the following industries: furniture, automotive, paints and electronics. CIECH Sarzyna S.A. and Proplan Plant Protection Company S.L. manufacture crop protection chemicals used in agriculture.
Silicates and Glass segment – CIECH S.A. sells the Silicates and Glass segment products manufactured by CIECH Soda Romania S.A. In 2019, key products in this group included glassy sodium silicate and sodium water glass. These products are used by the construction industry and in the production of detergents.
Transport segment – it includes 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 – it covers mainly services rendered outside the Group and goods sold by CIECH S.A. outside the scope of the above segments.
The data concerning individual segments also includes support services provided by CIECH S.A. to the CIECH Group companies, such as accounting, controlling, legal, administrative and IT services.
The financing is managed (including finance expenses and incomes with the exception of interest on trade receivables and liabilities) and income tax is calculated on the Company level. The data concerning these areas is not allocated to particular segments.
Information on the Company's geographical areas is established based on the location of its assets.
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 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 CIECH S.A. when determining these measures are presented below.
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Net profit/(loss) on continuing operations | 60,436 | 270,612 |
| Income tax | 26,695 | 63,401 |
| Financial expenses | 111,336 | 121,818 |
| Financial income | (88,495) | (343,552) |
| Amortisation/depreciation | 13,433 | 8,627 |
| EBITDA on continued operations | 123,405 | 120,906 |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| EBITDA on continued operations | 123,405 | 120,906 |
| One-offs including: | (3,819) | (325) |
| Impairment | - | 210 |
| Cash items (a) | (40) | 112 |
| Non-cash items (without impairment) (b) | (3,779) | (647) |
| Adjusted EBITDA from continuing operations | 119,586 | 120,581 |
(a) Cash items include, among others, gain/loss of the sale of property, plant and equipment, as well as fees and compensations received). (b) Non-cash items include: provisions for liabilities, compensation and other provisions.
Revenue and costs data as well as assets, equity and liabilities data of particular CIECH S.A.'s 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 | TOTAL |
|---|---|---|---|---|---|---|---|
| Total sales revenues | 1,771,913 | 451,532 | 12,304 | 47,357 | 2,959 | - | 2,286,065 |
| Cost of sales | (1,446,998) | (436,023) | (10,567) | (46,600) | (2,621) | - | (1,942,809) |
| Gross profit /(loss) on sales | 324,915 | 15,509 | 1,737 | 757 | 338 | - | 343,256 |
| Selling costs | (168,149) | (5,961) | (1,388) | (2,174) | - | (584) | (178,256) |
| General and administrative expenses | (1,909) | - | (80) | - | (667) | (74,328) | (76,984) |
| Result on management of receivables | 706 | (76) | 1 | (19) | 17 | - | 629 |
| Result on other operating activities | 1,366 | - | - | (29) | (862) | 20,852 | 21,327 |
| Operating profit /(loss) | 156,929 | 9,472 | 270 | (1,465) | (1,174) | (54,060) | 109,972 |
| Exchange differences and interest on trade settlements | (14,351) | 2,589 | - | 78 | (82) | - | (11,766) |
| Borrowing costs | - | - | - | - | - | (18,606) | (18,606) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | 7,531 | 7,531 |
| Profit /(loss) before tax | 142,578 | 12,061 | 270 | (1,387) | (1,256) | (65,135) | 87,131 |
| Income tax | - | - | - | - | - | - | (26,695) |
| Net profit /(loss) for the period | - | - | - | - | - | - | 60,436 |
| Amortization/depreciation | 3,538 | 45 | 3 | 256 | 630 | 8,961 | 13,433 |
| EBITDA | 160,467 | 9,517 | 273 | (1,209) | (544) | (45,099) | 123,405 |
| Adjusted EBITDA* | 160,099 | 9,517 | 273 | (1,180) | (529) | (48,594) | 119,586 |
* Adjusted EBITDA for the 12-month period ended 31 December 2019 is calculated as EBITDA adjusted for untypical one-off events such as: reversal of provisions for liabilities: PLN 3,779 thousand, other: PLN 40 thousand.
| OPERATING SEGMENTS 01.01.-31.12.2018 |
Soda segment Organic segment | Silicates and glass segment |
Transport segment |
Other operations segment |
Corporate functions |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Total sales revenues | 1,822,982 | 531,116 | 16,939 | 44,465 | 3,032 | - | 2,418,534 |
| Cost of sales | (1,452,230) | (515,974) | (14,458) | (44,368) | (2,426) | - | (2,029,456) |
| Gross profit /(loss) on sales | 370,752 | 15,142 | 2,481 | 97 | 606 | - | 389,078 |
| Selling costs | (213,227) | (2,539) | (1,342) | (3,753) | (140) | (223) | (221,224) |
| General and administrative expenses | (1,175) | (642) | (52) | (183) | - | (53,636) | (55,688) |
| Result on management of receivables | (36) | (45) | (1) | (3) | (207) | - | (292) |
| Result on other operating activities | 1,011 | (25) | (7) | (52) | 67 | (589) | 405 |
| Operating profit /(loss) | 157,325 | 11,891 | 1,079 | (3,894) | 326 | (54,448) | 112,279 |
| Exchange differences and interest on trade settlements | (6,967) | (12,434) | (87) | (1) | (215) | - | (19,704) |
| Borrowing costs | - | - | - | - | - | (24,701) | (24,701) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | 266,139 | 266,139 |
| Profit /(loss) before tax | 150,358 | (543) | 992 | (3,895) | 111 | 186,990 | 334,013 |
| Income tax | (63,401) | ||||||
| Net profit /(loss) for the period | - | - | - | - | - | - | 270,612 |
| Amortization/depreciation | 3,432 | - | - | - | - | 5,195 | 8,627 |
| EBITDA | 160,757 | 11,891 | 1,079 | (3,894) | 326 | (49,253) | 120,906 |
| Adjusted EBITDA* | 160,814 | 11,892 | 1,086 | (3,844) | 326 | (49,693) | 120,581 |
* Adjusted EBITDA for the 12-month period ended 31 December 2018 is calculated as EBITDA adjusted for untypical one-off events: impairment of non-financial assets: PLN -210 thousand, recognition/reversal of provisions: PLN 652 thousand, penalty fees and compensation paid/received: PLN -106 thousand, donations given: PLN -40 thousand, other: PLN 29 thousand.
There are no significant customers outside the CIECH Group from whom the Company would earn 10% of its total revenues.
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | ||
| Soda segment | 140,535 | 202,832 | 280,435 | 373,640 | |
| Organic segment | 166,208 | 112,887 | 71,359 | 84,483 | |
| Silicates and glass segment | 1,342 | 4,695 | 2,686 | 2,208 | |
| Transport segment | 12,293 | 10,859 | 9,931 | 6,760 | |
| Other operations segment | 5,628 | 1,009 | 21,337 | 9,590 | |
| Corporate functions | 3,563,926 | 3,595,172 | 2,040,978 | 2,048,072 | |
| TOTAL | 3,889,932 | 3,927,454 | 2,426,726 | 2,524,753 |
| 31.12.2019 | 31.12.2018 | Change 2019/2018 |
Change % | |
|---|---|---|---|---|
| Soda segment, including: | 1,771,913 | 1,822,982 | (51,069) | (2.8%) |
| Dense soda ash | 985,772 | 1,006,615 | (20,843) | (2.1%) |
| Light soda ash | 410,357 | 467,732 | (57,375) | (12.3%) |
| Salt | 197,626 | 182,634 | 14,992 | 8.2% |
| Sodium bicarbonate | 98,702 | 97,255 | 1,447 | 1.5% |
| Calcium chloride | 26,174 | 26,159 | 15 | 0.1% |
| Other goods and services | 53,282 | 42,587 | 10,695 | 25.1% |
| Organic segment, including: | 451,532 | 531,116 | (79,584) | (15.0%) |
| Raw materials for production of plant protection products | 117,681 | 130,734 | (13,053) | (10.0%) |
| Raw materials for production of plastics | 196,420 | 245,919 | (49,499) | (20.1%) |
| Raw materials for the production of polyurethane foams | 127,479 | 143,793 | (16,314) | (11.3%) |
| Other goods and services | 9,952 | 10,670 | (718) | (6.7%) |
| Silicates and Glass segment, including: | 12,304 | 16,939 | (4,635) | (27.4%) |
| Sodium silicates | 10,436 | 15,225 | (4,789) | (31.5%) |
| Other goods and services | 1,868 | 1,714 | 154 | 9.0% |
| Transport segment, including: | 47,357 | 44,465 | 2,892 | 6.5% |
| Transport services | 47,357 | 44,465 | 2,892 | 6.5% |
| Other segment, including: | 2,959 | 3,032 | (73) | (2.4%) |
| Revenues from third parties | 2,959 | 3,032 | (73) | (2.4%) |
| TOTAL | 2,286,065 | 2,418,534 | (132,469) | (5.5%) |
At CIECH S.A., sales revenues are recognized upon the provision of services or delivery of goods.
Information on CIECH S.A.'s geographical areas is established based on the location of its assets.
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Poland | 2,230,288 | 2,276,979 |
| European Union (excluding Poland) | 1,639,972 | 1,551,440 |
| Other European countries | 6,665 | 39,838 |
| Africa | 911 | 9,745 |
| Asia | 12,096 | 49,452 |
| TOTAL | 3,889,932 | 3,927,454 |
The Company's non-current assets are located in Poland and the European Union. As regards the European Union, the most significant non-current assets comprise shares in subsidiaries having their registered offices mainly in Romania (PLN 111,000 thousand), Germany (PLN 798,356 thousand) and Spain (PLN 203,866 thousand). Trade and other receivables constitute the main component of current assets presented in individual geographical areas.
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Poland | 1,358,548 | 1,239,920 |
| European Union (excluding Poland) | 598,341 | 679,552 |
| Germany | 113,554 | 131,705 |
| Romania | 83,024 | 121,499 |
| Czech Republic | 132,759 | 119,889 |
| Italy | 5,867 | 8,549 |
| The Netherlands | 46,634 | 47,725 |
| Finland | 50,609 | 56,207 |
| Sweden | 37,327 | 55,673 |
| Belgium | 12,124 | 13,828 |
| United Kingdom | 32,343 | 25,674 |
| Denmark | 7,257 | 1,155 |
| France | 3,957 | 15,148 |
| Luxembourg | 161 | - |
| Lithuania | 7,537 | 10,839 |
| Other EU countries | 65,188 | 71,661 |
| Other European Countries | 122,583 | 207,566 |
| Switzerland | 12,684 | 105,538 |
| Norway | 44,452 | 37,008 |
| Russia | 863 | 803 |
| Other European countries | 64,584 | 64,217 |
| Africa | 69,459 | 60,255 |
| Asia | 131,969 | 217,793 |
| Indie | 64,802 | 123,780 |
| Singapur | 9,325 | 11,397 |
| Bangladesz | 24,471 | 16,172 |
| Hongkong | 15,023 | 25,078 |
| Turcja | 3,496 | 10,867 |
| Other Asian countries | 14,852 | 30,499 |
| Other regions | 2,440 | 6,787 |
| Hedge accounting | 2,725 | 6,661 |
| TOTAL | 2,286,065 | 2,418,534 |
The Entity 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 Entity 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.
Revenues from the sales of products and goods 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, except for sales revenues earned by the Branch of CIECH S.A. in Germany whose currency translation principle is described in note 1.3.
| SALES REVENUES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Revenues from sales of products and services | 119,954 | 105,833 |
| - services | 119,954 | 105,833 |
| Revenues from sales of goods and materials | 2,166,111 | 2,312,701 |
| - goods | 2,166,111 | 2,312,701 |
| Net sales of products, goods and materials | 2,286,065 | 2,418,534 |
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 services sold and the cost of goods and materials sold. Selling costs include, among others: costs of transport, 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, SELING COST AND ADMINISTRATIVE EXPENSES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Cost of manufacture of products and services sold | (104,890) | (93,694) |
| Cost of sold goods and materials sold | (1,837,919) | (1,935,762) |
| Cost of sales | (1,942,809) | (2,029,456) |
| Selling costs | (178,256) | (221,224) |
| General and administrative expenses | (76,984) | (55,688) |
| COST BY KIND (SELECTED) | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Amortisation | (13,433) | (8,627) |
| Consumption of materials and energy | (3,127) | (3,135) |
| Employee benefits, including: | (87,576) | (53,984) |
| - payroll | (75,752) | (46,007) |
| - social security and other benefits | (10,042) | (7,977) |
| - other | (1,782) | - |
| External services | (235,824) | (266,361) |
The reporting period's results are also affected by other operating income and expenses indirectly related to the Company's core operations.
The key items include:
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.
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 |
|---|---|---|
| Rents/lease income | 470 | 582 |
| Gain on disposal of non-financial non-current assets | 32 | 31 |
| Reversal of impairment allowances on receivables | 923 | 682 |
| Reversal of impairment losses on property, plant and equipment and intangible assets | - | 1 |
| Reversal of provisions for liabilities – changing the base | 4,238 | 924 |
| Reversal of other provisions | 1,891 | - |
| Penalty fees and compensations received | 180 | 38 |
| Other services | 328 | - |
| Other | 18,841 | 1,896 |
| TOTAL | 26,903 | 4,154 |
The "other" item includes the amount of PLN 17,612 thousand, representing the value of 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.
| OTHER OPERATING EXPENSES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Rental costs | (847) | (581) |
| Recognition of impairment losses on receivables | (292) | (974) |
| Recognition of impairment losses on property, plant and equipment and intangible assets |
- | (210) |
| Recognition of provisions on employee benefits | (2,767) | (244) |
| Recognition of provisions for liabilities | (251) | (272) |
| Other | (790) | (1,760) |
| TOTAL | (4,947) | (4,041) |
As at 31 December 2019, CIECH S.A. made an assessment of premises, originating both from external and internal sources of information, of indicators of impairment of non-financial assets. These analyses did not indicate the need to make any significant estimates of the recoverable amount.
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. Key items of financing activities include:
At each reporting date the Company assesses whether there is any evidence that a financial asset or a group of financial assets is impaired. Where such evidence exists, the Company tests the value of interests in subsidiaries. The recoverable value is defined as the higher of value in use and fair value less costs to sell. Value in use is determined using the discounted cash flow model. The cash flows are based on financial plans covering a period of the next five years,
excluding the effects of restructuring, or significant future investments that can improve the operating results of assets being part of the tested cash-generating unit. The recoverable amount is sensitive to the discount rate used in the discounted cash flow model, as well as the expected future cash flows and growth rate adopted for the residual period.
Where it is necessary to recognise impairment losses on involvement in other companies, such losses are recognised in the following order: on shares, on loans granted, on interest on loans.
| NET FINANCIAL INCOME (EXPENSES) | 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|---|
| Interest | 45,625 | 54,777 | |
| Dividends and shares in profit | 5,269 | 1,677 | |
| Net foreign exchange gains | 2,432 | 2,671 | |
| Reversal of impairment losses | 7,051 | 282,937 | |
| Profits from derivatives | 24,571 | 112 | |
| Reversal of provision of financial liabilities - changing the base | 1,755 | - | |
| Other | 1,792 | 1,378 | |
| Total financial income | 88,495 | 343,552 | |
| Interest | (68,563) | (69,014) | |
| Recognition of other impairment losses* | (17,730) | (23,281) | |
| Factoring commissions | (161) | (1,698) | |
| Bank fees and commissions | (3,077) | (3,519) | |
| Recognition of provision for anticipated losses | (2,261) | (1,320) | |
| Loss due to derivatives | - | (9,198) | |
| Costs of discounting of liabilities | (2,522) | (1,181) | |
| Guarantees costs | (14,001) | (10,734) | |
| Other | (3,021) | (1,873) | |
| Total financial expenses | (111,336) | (121,818) | |
| Net Financial income (expenses) | (22,841) | 221,734 | |
*Includes, among others recognises and reversed impairment losses on financial assets, a more detailed description of which is given in note 5.4, 5.7.
| 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 |
| Cash flow hedge | 112 | 5 | 117 | (5,345) | 947 | (4,398) |
| Valuation of actuarial provisions | (59) | 11 | (48) | (136) | 26 | (110) |
| TOTAL | 53 | 16 | 69 | (5,481) | 973 | (4,508) |
| Other comprehensive income before tax | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Cash flow hedge | 112 | (5,345) |
| fair value remeasurement in the period | (4,912) | (14,690) |
| reclassification to profit or loss | 5,024 | 9,345 |
| Valuation of actuarial provisions | (59) | (136) |
| remeasurement for the current period | (59) | (136) |
| Income tax attributable to other components of other comprehensive income | 16 | 973 |
| accrued for the current period | 883 | 2,767 |
| reclassification to profit or loss | (867) | (1,794) |
| Other comprehensive income net of tax | 69 | (4 508) |
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 | (3,331) | (47,487) |
| Income tax for the reporting period | (1,842) | (6,790) |
| Adjustment to tax for previous years | (1,489) | (40,697) |
| Deferred tax | (23,364) | (15,914) |
| Origination/reversal of temporary differences | (23,364) | (15,914) |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | (26,695) | (63,401) |
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 |
|---|---|---|
| Cash flow hedge | 5 | 947 |
| Valuation of actuarial provisions | 11 | 26 |
| TOTAL | 16 | 973 |
The following represents a reconciliation of income tax calculated by applying the currently enacted statutory tax rate to the Company'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 | 87,131 | 334,013 |
| Income tax based on currently enacted tax rate | (16,555) | (63,462) |
| Difference due to the application of tax rates of other tax jurisdictions* | (1,469) | (1,023) |
| Tax effect of revenues which are not revenues according to tax regulations (permanent difference)** |
9,008 | 65,054 |
| Tax effect of costs which are not obtaining costs according to tax regulations (permanent difference)*** |
(16,191) | (23,273) |
| Tax losses from statement periods from which deferred tax asset was not included | (1,489) | (40,697) |
| Income tax recognised In profit and loss statement | (26,695) | (63,401) |
| EFFECTIVE TAX RATE | 31% | 19% |
*The Branch of CIECH S.A. in Romania is subject to a tax rate of 16% and the Branch of CIECH S.A. in Germany – to a tax rate of 30.88%. The tax rates were applied continuously in both periods.
**The main items included in the amount of revenues which are not revenues according to tax regulations result from reversal of provisions for liabilities, change in liability on account of acquisition of a subsidiary, reversal of impairment losses on investments in subsidiaries and dividend income.
***The main items included in the amount of non-tax deductible expenses result from the recognition of provisions and impairment losses under IFRS 9.
4
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:
A deferred tax asset is recognised for all deductible temporary differences and for unused tax credits and tax losses carried forward to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised:
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 is itself recognised 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, CIECH S.A. bases its calculations on estimates related to the term and amount of future taxable income.
| 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 | 40 | 74 | (34) | 40 | 74 | (34) | |
| Financial assets | 641 | 9,971 | (9,330) | 646 | 9,746 | (9,100) | |
| Inventory | - | 177 | (177) | - | 203 | (203) | |
| Trade and other receivables | 118 | - | 118 | 118 | 152 | (34) | |
| Provisions for employee benefits | 240 | - | 240 | 106 | 3 | 103 | |
| Tax losses carried forward | 331 | - | 331 | 15,916 | - | 15,916 | |
| Foreign exchange differences | 2,593 | 46 | 2,547 | 2,511 | - | 2,511 |
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED | 31.12.2019 | 31.12.2018 | ||||
|---|---|---|---|---|---|---|
| INCOME TAX LIABILITY | Total asset | Total liability |
Net value | Total asset | Total liability |
Net value |
| Liabilities | 8,471 | - | 8,471 | 16,417 | 62 | 16,355 |
| Rights to use an asset | - | 5,574 | (5,574) | |||
| Lease liabilities | 5,594 | - | 5,594 | |||
| Other | - | 20 | (20) | - | - | - |
| Deferred tax assets/liability | 18,028 | 15,862 | 2,166 | 35,754 | 10,240 | 25,514 |
| Set - off of deferred tax assets/ liability | (15,862) | (15,862) | - | (10,240) | (10,240) | - |
| Deferred tax assets/liability recognised in the statement of financial position |
2,166 | - | 2,166 | 25,514 | - | 25,514 |
The Company estimates that within more than 12 months from the period of the financial statements presentation the deferred tax asset will be utilised in the amount of PLN 680 thousand. In the same period, the estimated amount of settlement of the deferred tax liability will be PLN 9,971 thousand.
| CHANGE IN TEMPORARY DIFFERENCES IN THE PERIOD |
01.01.2019 | Opening balance adjustment |
Opening balance after adjustment |
Change in temporary differences recognised in the statement of profit or loss |
Change in temporary differences recognised in equity |
31.12.2019 |
|---|---|---|---|---|---|---|
| Property, plant and equipment | (181) | (181) | - | - | (181) | |
| Financial assets | (48,603) | (48,603) | (389) | (112) | (49,104) | |
| Inventory | (1,068) | (1,068) | 138 | - | (930) | |
| Trade and other receivables | 305 | 305 | 316 | - | 621 | |
| Provisions for employee benefits | 541 | 541 | 663 | 59 | 1,263 | |
| Tax losses carried forward | 83,770 | 83,770 | (82,030) | - | 1,740 | |
| Foreign exchange differences | 13,221 | 13,221 | 192 | - | 13,413 | |
| Liabilities | 86,337 | 86,337 | (41,756) | - | 44,581 | |
| Rights to use an asset | (32,518) | (32,518) | 3,182 | (29,336) | ||
| Lease liabilities | 32,518 | 32,518 | (3,078) | 29,440 | ||
| Other | - | - | (104) | - | (104) | |
| TOTAL | 134,322 | - | 134,322 | (122,866) | (53) | 11,403 |
| TOTAL | 207,358 | (67,938) | (5,098) | 134,322 |
|---|---|---|---|---|
| Liabilities | 24,064 | 62,273 | - | 86,337 |
| Foreign exchange differences | 16,904 | (3,683) | - | 13,221 |
| Tax losses carried forward | 252,753 | (168,983) | - | 83,770 |
| Provisions for employee benefits | 421 | (15) | 135 | 541 |
| Trade and other receivables | (6,826) | 7,131 | - | 305 |
| Inventory | - | (1,068) | - | (1,068) |
| Financial assets | (79,567) | 36,197 | (5,233) | (48,603) |
| Property, plant and equipment | (391) | 210 | - | (181) |
| CHANGE IN TEMPORARY DIFFERENCES IN THE PERIOD |
01.01.2018 | Change in temporary differences recognised in the statement of profit or loss |
Change in temporary differences recognised in equity |
31.12.2018 |
The Management Board of the Company predicts that sufficient taxable profit will be realised in the period when the provision can be utilised against which the Company can fully utilise the benefits therefrom. The expected taxable profit will be generated primarily on operating activities.
The Company recognised deferred tax assets in respect of tax loss carried forward, on the basis of its tax budgets. It is predicted that sufficient taxable profits will be realised in the period when the liability can be utilised against which the Company can fully utilise the benefits therefrom.
The Company did not recognise any deferred tax assets on impairment losses on shares in subsidiaries due to the fact that the Management Board of CIECH S.A. does not intend to sell them in the foreseeable future.
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.
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.
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 Company 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 Company 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 | 5-7 years |
|---|---|
| Machinery and equipment | 2-5 years |
| Other | 5 years |
Depreciation rates 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 | 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 |
413 | 23,273 | 60 | 1,696 | 501 | 25,943 |
| Purchase | - | 1,498 | 44 | 136 | 1,678 | 3,356 |
| Investment outlays | - | - | - | - | 3,427 | 3,427 |
| 01.01.-31.12.2019 | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
Tangible fixed assets under construction |
TOTAL |
|---|---|---|---|---|---|---|
| Reclassification | 137 | - | 93 | (93) | (1,815) | (1,678) |
| Sales | - | (159) | (59) | (4) | (6) | (228) |
| Liquidation | - | - | - | (3) | - | (3) |
| Gross value of property, plant and equipment at the end of the period |
550 | 24,612 | 138 | 1,732 | 3,785 | 30,817 |
| Accumulated depreciation at the beginning of the period |
(128) | (11,035) | (60) | (1,169) | - | (12,392) |
| Depreciation for the period | (56) | (4,072) | 29 | (195) | - | (4,294) |
| Annual depreciation charge | (60) | (4,169) | (30) | (225) | - | (4,484) |
| Sales | - | 90 | 59 | 3 | - | 152 |
| Accumulated depreciation at the end of the period |
(184) | (15,107) | (31) | (1,364) | - | (16,686) |
| Impairment losses at the beginning of the period |
- | - | - | - | - | - |
| Impairment losses at the end of the period | - | - | - | - | - | - |
| Carrying amount of property, plant and equipment at the beginning of period |
285 | 12,238 | - | 527 | 501 | 13,551 |
| Carrying amount of property, plant and equipment at the end of the period |
366 | 9,505 | 107 | 368 | 3,785 | 14,131 |
| 01.01.-31.12.2018 | 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 |
761 | 19,792 | 63 | 1,580 | 992 | 23,188 |
| Purchase | 15 | 3,073 | - | 111 | 3,199 | 6,398 |
| Investment outlays | - | - | - | - | 499 | 499 |
| Reclassification | - | 986 | - | 5 | (4,189) | (3,198) |
| Sales | - | (225) | (3) | - | - | (228) |
| Liquidation | (363) | (359) | - | - | - | (722) |
| Other | - | 6 | - | - | - | 6 |
| Gross value of property, plant and equipment at the end of the period |
413 | 23,273 | 60 | 1,696 | 501 | 25,943 |
| Accumulated depreciation at the beginning of the period |
(433) | (7,826) | (62) | (986) | - | (9,307) |
| Depreciation for the period | 305 | (3,209) | 2 | (183) | - | (3,085) |
| Annual depreciation charge | (58) | (3,787) | (1) | (183) | - | (4,029) |
| Sales | - | 221 | 3 | - | - | 224 |
| Liquidation | 363 | 357 | - | - | - | 720 |
| Accumulated depreciation at the end of the period |
(128) | (11,035) | (60) | (1,169) | - | (12,392) |
| Impairment losses at the beginning of the period |
- | (1) | - | - | - | (1) |
| Reversal | - | 1 | - | - | - | 1 |
| Impairment losses at the end of the period | - | - | - | - | - | - |
| Carrying amount of property, plant and equipment at the beginning of period |
328 | 11,965 | 1 | 594 | 992 | 13,880 |
| Carrying amount of property, plant and equipment at the end of the period |
285 | 12,238 | - | 527 | 501 | 13,551 |
Depreciation of property, plant and equipment was charged to the following line items in the statement of profit or loss:
| PROPERTY, PLANT AND EQUIPMENT DEPRECIATION CHARGES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| General and administrative expenses | (4,484) | (4,029) |
| TOTAL | (4,484) | (4,029) |
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.
| RECOGNIZED NON-CURRENT ASSETS (OWNERSHIP STRUCTURE) | 31.12.2019 31.12.2018 |
|
|---|---|---|
| Owned | 14,131 | 13,551 |
| TOTAL | 14,131 | 13,551 |
In 2019, CIECH S.A. received compensation from third parties for impaired tangible fixed assets in the amount of PLN 180 thousand (there was no such compensation 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 83 thousand in 2019 (in the comparable period: PLN 63 thousand).
As at 31 December 2019, CIECH S.A. does not hold any property, plant and equipment in the off-balance sheet records. At the end of 2018, prior to the implementation of IFRS 16 Leases, CIECH S.A. reported passenger cars with a value of PLN 1,634 thousand in off-balance sheet records.
At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
After initial recognition, the Company 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 Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the rightof-use asset or the end of the lease term.
The Company 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:
| 01.01.-31.12.2019 | Buildings offices and land and water engineering facilities |
Means of transport | TOTAL |
|---|---|---|---|
| CHANGE OF RIGHTS TO USE ASSETS | |||
| Adjustment of the opening balance (IFRS 16) | 31,616 | 902 | 32,518 |
| Gross value at the beginning of the period | 31,616 | 902 | 32,518 |
| Modification of the leasing contract | 1,290 | - | 1,290 |
| Conclusion of new lease agreements | - | 204 | 204 |
| Closing of the contract | - | (55) | (55) |
| Gross value at the end of the period | 32,906 | 847 | 33,957 |
| Accumulated depreciation at the beginning of the period | - | - | - |
| Depreciation for the period | (3,959) | (662) | (4,621) |
| Annual depreciation charge | (3,959) | (662) | (4,621) |
| Accumulated depreciation at the end of the period | (3,959) | (662) | (4,621) |
| Net value of rights to use assets at the beginning of the period | 31,616 | 902 | 32,518 |
| Net value of rights to use assets at the end of the period | 28,947 | 389 | 29,336 |
In 2019, CIECH S.A. implemented IFRS 16 "Leases". Under this standard, leases of office and warehouse space, as well as leases of passenger cars were identified in the company 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.
Intangible assets acquired by the company 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.
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 the following categories of intangible assets are as follows:
| Patents and licences | 8 years |
|---|---|
| Other | 2-5 years |
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 | Licences,patents, permits, etc. obtained |
Other intangible assets |
Intangible assets under development |
TOTAL |
|---|---|---|---|---|
| Gross value of intangible assets at the beginning of the period |
37,373 | 18,979 | 29,823 | 86,175 |
| Purchase | 145 | - | 145 | 290 |
| Investment outlays | - | - | 12,504 | 12,504 |
| Reclassifications | 36,154 | - | (36,299) | (145) |
| Gross value of intangible assets at the end of the period | 73,672 | 18,979 | 6,173 | 98,824 |
| Accumulated amortisation at the beginning of the period | (31,879) | (8,029) | - | (39,908) |
| Amortisation for the period | (1,325) | (2,967) | - | (4,292) |
| Annual amortisation charge | (1,325) | (2,967) | - | (4,292) |
| Accumulated amortisation at the end of the period | (33,204) | (10,996) | - | (44,200) |
| Impairment losses at the beginning of the period | - | - | (210) | (210) |
| Impairment losses at the end of the period | - | - | (210) | (210) |
| Net value of intangible assets at the beginning of the period |
5,494 | 10,950 | 29,613 | 46,057 |
| Net value of intangible assets at the end of the period | 40,468 | 7,983 | 5,963 | 54,414 |
| 01.01.-31.12.2018 | Licences,patents, permits, etc. obtained |
Other intangible assets |
Intangible assets under development |
TOTAL |
|---|---|---|---|---|
| Gross value of intangible assets at the beginning of the period |
33,107 | 9,887 | 26,459 | 69,453 |
| Purchase | 1,735 | - | 1,735 | 3,470 |
| Investment outlays | - | - | 14,439 | 14,439 |
| Reclassifications | 2,531 | 9,092 | (13,358) | (1,735) |
| Activated costs | - | - | 548 | 548 |
| Gross value of intangible assets at the end of the period | 37,373 | 18,979 | 29,823 | 86,175 |
| Accumulated amortisation at the beginning of the period | (30,715) | (4,595) | - | (35,310) |
| Amortisation for the period | (1,164) | (3,434) | - | (4,598) |
| Annual amortisation charge | (1,164) | (3,434) | - | (4,598) |
| Accumulated amortisation at the end of the period | (31,879) | (8,029) | - | (39,908) |
| Impairment losses at the beginning of the period | - | - | - | - |
| Recognition | - | - | (210) | (210) |
| Impairment losses at the end of the period | - | - | (210) | (210) |
| Net value of intangible assets at the beginning of the period |
2,392 | 5,292 | 26,459 | 34,143 |
| Net value of intangible assets at the end of the period | 5,494 | 10,950 | 29,613 | 46,057 |
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%.
CIECH S.A. is the owner of all intangible assets held. The largest item in the Company's intangible assets is the SAP accounting system with the carrying amount of PLN 36,154 thousand.
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. Amortisation of intangible assets was included in the following line items of the statement of profit or loss:
| AMORTISATION CHARGES ON INTANGIBLE ASSETS | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| General and administrative expenses | (1,543) | (1,166) |
| Selling costs | (2,749) | (3,432) |
| TOTAL | (4,292) | (4,598) |
The Company does not have intangible assets with indefinite useful life. 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).
In the reporting period and in the presented comparable period, the Company did not incur any expenditure on development activities.
Shares in subsidiaries and associates are stated at purchase price less any impairment losses.
Loans after initial recognition are measured at amortised cost using the effective interest method less any impairment losses.
Accounting policy concerning financial instruments is presented in note 8.1.
Accounting policy concerning judgements and estimates is presented in note 3.5.
| NON-CURRENT FINANCIAL ASSETS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Shares | 2,172,271 | 2,184,468 |
| Loans granted | 239,817 | 142,861 |
| Derivatives | 4,879 | 11,859 |
| TOTAL | 2,416,967 | 2,339,188 |
| Change in long-term stocks and shares | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Gross value at the beginning of the period | 2,325,395 | 2,115,826 |
| Purchase | 3,210 | 209,721 |
| Sales/liquidation | - | (152) |
| Gross value at the end of the period | 2,328,605 | 2,325,395 |
| Impairment update at the beginning of the period | (140,927) | (404,955) |
| Recognition | (15,407) | (2,096) |
| Reversal/usage | - | 266,124 |
| Impairment update at the end of the period | (156,334) | (140,927) |
| Net value of the shares at the beggining of the period | 2,184,468 | 1,710,871 |
| Net value of the shares at the end of the period | 2,172,271 | 2,184,468 |
| CHANGE IN LIABILITIES DUE TO LONG-TERM LOANS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Gross value at the beginning of the period | 144,995 | 118,180 |
| Grant | 100,240 | 148,415 |
| Change of liabilities presented | (585) | - |
| Grant | - | (118,180) |
| Foreign exchange differences | (1,527) | (3,420) |
| Gross value at the end of the period | 243,123 | 144,995 |
| Impairment update at the beginning of the period | (2,134) | - |
| OB correction - recognition of impairment losses according to IFRS 9 | - | (1,739) |
| Recognition | (1,218) | (2,134) |
| Reversal | 46 | 1,739 |
| Closing balance | (3,306) | (2,134) |
| Carrying amount of loans at the beginning of period | 142,861 | 116,441 |
| Carrying amount of loans at the end of the period | 239,817 | 142,861 |
Change in the gross value of long-term shares results primarily from:
On 20 December 2019, an agreement was signed on the division of the loan granted by CIECH S.A. to CSD GmbH & CO KG in the amount of EUR 138,746 thousand so that a part of the disbursed loan and a part of the loan not disbursed was transferred to CIECH SA Salz GmbH – a loan of EUR 112,207 thousand was transferred, of which the amount disbursed in 2019 was PLN 61,583 thousand (EUR 14,461 thousand).
In addition, in 2019 CIECH S.A. granted long-term loans to its subsidiaries:
• CIECH Soda Polska S.A. — in the amount of PLN 31,614 thousand.
The main items which affect the decrease in long-term loans granted are as follows:
• repayment by CIECH Soda Polska S.A. of part of the liability in the amount of PLN 585 thousand.
The change in long-term loans granted resulted from unrealised foreign exchange differences on the revaluation of loans as at the balance sheet date.
As at 31 December 2019, all long-term receivables from loans at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
CIECH S.A. analyses its involvement in the subsidiaries on the basis of their net assets as at the balance sheet date. If any evidence of impairment is identified, the Company estimates the recoverable amount. Due to the occurrence of premises, CIECH S.A. analysed the recoverability of involvement in subsidiaries. The recoverable value applied was the value in use estimated based on the discounted cash flows determined based on five-year financial plans of the subsidiaries. The following assumptions were applied in the impairment tests:
Based on analyses conducted, the Management Board of CIECH S.A. decided to recognise/reverse impairment losses on involvement in, among others, the following companies:
According to the Board's estimates:
• in the case of the CIECH Trading S.A., a decrease in the average weighted cost of capital by 1.3 pp without changing the other factors would lead to reverse of the entire revaluation write-down.
| 31.12.2019 | 31.12.2018 | The Company's direct share in the share capital/ total number of votes as at 31 December 2019 |
The Company's direct share in the share capital/ total number of votes as at 31 December 2018 |
Core activities | |
|---|---|---|---|---|---|
| Subsidiaries (registered office) |
|||||
| SDC GmbH (Stassfurt – Germany) |
797,471 | 797,471 | 100% | 100% | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
| CIECH Soda Polska S.A. (Inowrocław) |
553,097 | 553,097 | 100% | 100% | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
| CIECH Sarzyna S.A. (Nowa Sarzyna) |
295,947 | 295,947 | 100% | 100% | Manufacture of plastics, manufacture of pesticides and other chemical products. |
| CIECH Soda Romania S.A. (Rm. Valcea - Rumunia) |
111,000 | 111,000 | 98.74% | 98.74% | Manufacture of other basic inorganic chemicals, wholesale of chemical products. The production of soda products was suspended in September 2019 due to the lack of supply of process steam to the plant. |
| CIECH Trading S.A. (Warsaw) |
44,056 | 59,156 | 100% | 100% | 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 food and feed additives, wholesale and distribution of acids, bases and other liquid chemicals. |
| CIECH Pianki Sp. z o.o. (Bydgoszcz) |
57,451 | 57,451 | 100% | 100% | Manufacture of organic and other inorganic chemicals. |
| VERBIS ETA Sp. z o.o. SKA (Warsaw) |
37,971 | 37,971 | 100% | 100% | Financing activities, direct lending to the CIECH Group companies |
| CIECH R&D Sp. z o.o. (Warsaw) |
47,915 | 47,915 | 100% | 100% | Granting licences to the CIECH Group companies to use the trademarks: "Ciech", "Ciech Trading" and "Sól Kujawska naturalna czysta" for business activity purposes, research and developments activities. |
| CIECH Vitrosilicon S.A. (Iłowa) |
12,302 | 12,302 | 83.03% | 83.03% | Production of other basic inorganic chemicals, manufacture of hollow glass and technical glassware, manufacture of plastic packaging goods, manufacture of other plastic products. |
| CIECH Transclean Sp. z o.o. (Bydgoszcz) |
3,455 | 3,455 | 100% | 100% | International transport of liquid chemicals |
| Gamma Finanse Sp. z o.o. (Warsaw) |
2,889 | 2,889 | 100% | 100% | Financing activities. |
| Ciech Group Financing AB (Sweden) |
1,567 | 1,815 | 100% | 100% | Financing activities. |
| VERBIS ETA Sp. z o.o. (Warsaw) |
5 | 5 | 100% | 100% | Other activities. |
| Bosten S.A. (Warsaw) |
- | - | 100% | 100% | Other research and experimental development on natural sciences and engineering. |
| Ciech Nieruchomości S.A. (Warsaw) |
- | - | 99.18% | 99.18% | Buying and selling of own real estate. |
| 31.12.2019 | 31.12.2018 | The Company's direct share in the share capital/ total number of votes as at 31 December 2019 |
The Company's direct share in the share capital/ total number of votes as at 31 December 2018 |
Core activities | |
|---|---|---|---|---|---|
| Proplan Plant Protection Company S.L. (Madrid) |
203,866 | 203,866 | 100% | 100% | Production and sales of crop protection chemicals. |
| Janikosoda S.A. (Warsaw) |
564 | 623 | 17.60% | 17.60% | Since March 2017, the Company has not carried out any operating activities. |
| CIECH Żywice Sp. z o.o. - former Vasco Polska Sp. z o.o. (Nowa Sarzyna) |
885 | - | 100% | 100% | Production of plastics in primary forms. Activities in this area began from 2 January 2020. |
| CIECH Salz Deutschland GbmH |
125 | - | 100% | - | Production and sale of salt products. |
| Other subsidiaries |
842 | 842 | |||
| Associates | 863 | 863 | |||
| Carrying amount of shares in related entities |
2,172,271 | 2,184,468 |
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.
The cost of inventory is measured using the weighted average method.
CIECH S.A. recognises 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 | 36 | 1 |
| Goods | 30,658 | 41,018 |
| TOTAL | 30,694 | 41,019 |
In the reporting periods, no inventories were written down to their net selling prices.
The value of inventories (taking into account write-downs to net selling prices) recognised as costs in 2019 amounted to PLN 1,837,919 thousand (in the comparable period: PLN 1,935,762 thousand).
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 Company uses 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 90% of the value of advance payments received from the factor (the 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 Entity 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 Entity 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 Entity 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.
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
| TRADE AND OTHER RECEIVABLES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Trade receivables, including: | 287,389 | 280,416 |
| - up to 12 months | 285,995 | 280,363 |
| - prepayments for inventory | 1,394 | 53 |
| Public and legal receivables (excluding income tax) | 35,036 | 33,442 |
| Insurance receivables | 256 | 295 |
| External services | - | 1,108 |
| Factoring receivables | 30,856 | 36,528 |
| Assets due to continuous involvement | 2,035 | 2,103 |
| Receivables from cashpool | 6,496 | 42,219 |
| Advance payments fro shares | 12,947 | 2,330 |
| Other receivables | 2,995 | 2,232 |
| NET TRADE AND OTHER RECEIVABLES | 378,010 | 400,673 |
| Impairment allowances with respect to trade receivables including | (12,357) | (15,130) |
| - impairment allowance recognized in the current reporting period | (290) | (2,124) |
| Impairment allowances with respect to other current receivables including | (16,197) | (16,361) |
| - impairment allowance recognized in the current reporting period | (2) | (17) |
| GROSS TRADE AND OTHER RECEIVABLES | 406,564 | 432,164 |
Fair value of trade receivables and other receivables does not differ significantly from their carrying value.
As at the balance sheet date, continuing involvement is reported. It is calculated as a product of the financing received, interest and the period of delay in payments. As at 31 December 2019, the asset from continuing involvement amounted to PLN 2,035 thousand. The value of factoring assets derecognised from the statement of financial position is PLN 153,897 thousand (PLN 152,808 thousand in the comparable period).
| CHANGE IN IMPAIRMENT ALLOWANCES ON SHORT-TERM RECEIVABLES | 01.01.-31.12.2019 | 01.01.-31.12.2018 |
|---|---|---|
| Opening balance | (31,491) | (28,865) |
| OB correction | - | (620) |
| Recognized | (292) | (2,141) |
| Reversed | 3,170 | 694 |
| Used | 56 | 261 |
| Exchange differences | 3 | (820) |
| Closing balance | (28,554) | (31,491) |
The principles for recognising impairment allowances for short-term receivables are described above, in the "Accounting Policy" section.
| AGEING OF PAST DUE TRADE RECEIVABLES | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Up to 1 month | 30,786 | 61,159 |
| Between 1 and 3 months | 62,120 | 13,995 |
| 3 to 6 months | 41,547 | 5,531 |
| 6 months to 1 year | 3,572 | 6,989 |
| Above 1 year | 11,434 | 11,868 |
| Total (gross) past due trade receivables | 149,459 | 99,542 |
| Impairment allowances on past due trade receivables | (12,200) | (12,389) |
| Total (net) past due trade receivables | 137,259 | 87,153 |
Terms of transactions with related entities have been presented in note 9.3.
Commercial contracts concluded by CIECH S.A. 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 and 60 days.
As at 31 December 2019, all receivables (both long- and short-term) at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
Loans after initial recognition are measured at amortised cost using the effective interest method less any impairment losses.
Accounting policy concerning financial instruments is presented in note 8.1.
Accounting policy concerning judgements and estimates is presented in note 3.5.
| SHORT-TERM FINANCIAL ASSETS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Derivatives | 13,236 | 16,060 |
| Loans granted | 780,995 | 990,404 |
| Total (net) short-term financial assets | 794,231 | 1,006,464 |
| Impairment of short-term financial assets | (14,382) | (18,126) |
| Total (gross) short-term financial assets | 808,613 | 1,024,590 |
| CHANGE IN LIABILITIES DUE TO SHORT-TERM LOANS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Gross value at the beginning of the period | 1,008,530 | 1,037,295 |
| Grant | 126,562 | 81,601 |
| Change of liabilities presented | (337,173) | (184,937) |
| Reclassification from long-term positions | - | 118,180 |
| Depreciation - liquidation of the company | - | (49,035) |
| Exchange differences | (2,542) | 5,426 |
| Gross value at the end of the period | 795,377 | 1,008,530 |
| Impairment update at the beginning of the period | (18,126) | (49,345) |
| OB correction - recognition of impairment losses according to IFRS 9 | (14,544) | |
| Recognition | (977) | (17,816) |
| Reversal | 4,682 | 14,544 |
| Used | 28 | - |
| Exchange differences | 11 | - |
| Usage - liquidation of the company | - | 49,035 |
| Closing balance | (14,382) | (18,126) |
| Carrying amount of loans at the beginning of period | 990,404 | 973,406 |
| Carrying amount of loans at the end of the period | 780,995 | 990,404 |
As at 31 December 2019, all short-term receivables from loans at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
Material items affecting the change in short-term loans including interests are as follows:
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 Entity's 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 Entity analyses recoveries using probability-weighted scenarios.
| CASH AND CASH EQUIVALENTS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| Bank accounts | 125,757 | 44,332 |
| Short-term deposits | 44,341 | 10,673 |
| Cash in hand | 13 | 20 |
| Impariment in accordance with IFRS 9 | (128) | (37) |
| Cash and cash equivalents – presented in the statement of financial position | 169,983 | 54,988 |
| Cash and cash equivalents – presented in the cash flow statement | 169.983 | 54,988 |
The effective interest rates of short-term bank deposits are similar to the nominal interest rates, and fair value of short-term bank deposits is not significantly different from carrying value. Interest rates are based on WIBOR, EURIBOR and LIBOR.
As at 31 December 2019, all cash and cash equivalents at CIECH S.A. were pledged as collateral for financial liabilities on account of the term loan, revolving facility and overdraft facilities.
The funds with limited availability were funds on the VAT account in connection with the introduction of "split payment" procedures. Their value as at 31 December 2019 was PLN 3,108 thousand.
As at 31 December 2018, there was no restricted cash and cash equivalents in CIECH S.A.
CIECH S.A.'s capital structure consist of its debts, including the credit facilities presented in note 7.1, cash and cash equivalents and equity, including shares issued, reserve capital and retained earnings.
CIECH S.A. manages its capital in order to ensure its ability to continue as a going concern and, at the same time, maximize 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.
CIECH S.A.'s share capital is disclosed at nominal value, adjusted by the effects of hyperinflation in the years 1989-1996. When shares are repurchased, 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.
Net profit (loss) is presented in equity under retained earnings.
As at 31 December 2019, the carrying amount of the share capital of CIECH S.A. amounted to PLN 287,614 thousand and comprised the share capital from the share issues and from the hyperinflation adjustment. As at the date of adopting the IFRS, i.e. 1 January 2004, the share capital of the Company was adjusted for hyperinflation between 1989 and 1996. The hyperinflation adjustment of PLN 24,114 thousand was charged to retained earnings.
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. Share capital is fully paid up.
To the best knowledge of the Company, as at the day of approving this report, entities holding significant blocks of shares (at least 5%) are the entities listed below:
| 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 Extraordinary 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.
In 2019 and in the comparable period, CIECH S.A. did not purchase or hold treasury shares.
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 |
| TOTAL | 76,199 | 76,199 |
The cash flow hedge reserve reflects the valuation and settlement of hedging instruments to which the hedge accounting applies. Detailed information is presented in note 8.2.
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 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:
There were no business combinations in the presented periods.
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 23 January 2019, the Court registered the increase of the share capital of CIECH R&D Sp. z o.o. effected pursuant to a resolution of the Extraordinary General Meeting of CIECH R&D Sp. z o.o. dated 22 November 2018. The Company's share capital was increased by PLN 2 thousand, i.e. from PLN 40,005 thousand to PLN 40,007 thousand through creation of 40 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.
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 Deutschland GmbH were acquired by CIECH S.A. in exchange for cash. The share capital increase was registered on 5 March 2020.
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 CIECH Sarzyna S.A. (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.
| LOANS, BORROWINGS AND OTHER DEBT INSTRUMENTS | 31.12.2019 | 31.12.2018 |
|---|---|---|
| LONG-TERM | 1,580,756 | 1,333,695 |
| Loans and borrowings | 1,580,756 | 1,333,695 |
| SHORT-TERM | 301,762 | 493,601 |
| Loans and borrowings | 177,612 | 415,936 |
| Cash pooling liabilities | 124,150 | 77,665 |
| TOTAL | 1,882,518 | 1,827,296 |
| 01.01.-31.12.2019 | 01.01.-31.12.2018 | |
|---|---|---|
| Opening balance | 1,749,631 | 1,426,041 |
| Income from contracted debt | 261,701 | 649,072 |
| received funding | 261,701 | 649,072 |
| Calculation of interest | 57,183 | 42,381 |
| Debt payments | (309,293) | (375,372) |
| refund of capital | (256,500) | (334,515) |
| interest paid | (52,793) | (40,857) |
| Foreign exchange differences on borrowing in foreign currencies | (6) | 7,200 |
| Valuation | (1,454) | 2,011 |
| Others | 606 | (1,702) |
| Closing balance | 1,758,368 | 1,749,631 |
The CIECH S.A.'s debt financing is secured mainly through loans made available to CIECH S.A. under the Facilities Agreement dated 9 January 2018:
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.
Detailed information about loan liabilities is disclosed in the Management Board Report on activities of the CIECH Group and CIECH S.A. for 2019, in section 4.6.
As at 31 December 2019, CIECH S.A. has a short-term liability on account of loans received in the amount of PLN 125,753 thousand, including:
7

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 |
|---|---|---|
| Derivatives | 6,487 | 38,181 |
| Liabilities due to purchase of shares and other financial assets | 7,478 | 21,235 |
| Other | 12,721 | - |
| TOTAL | 26,686 | 59,416 |
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, 359 units were granted out of 1000 units issued, and the discounted value of the programme for 2019 amounted to PLN 12,721 thousand at CIECH S.A. The liabilities were measured by the Company 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.
The Company uses 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 90% of the value of advance payments received from the factor (the 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.
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 | 385,748 | 476,681 |
| - in up to 12 months | 382,909 | 471,094 |
| - prepayments received for supplies | 2,839 | 5,587 |
| Public and legal liabilities (excluding income tax) | 3,149 | - |
| Liabilities for purchase of property, plant and equipment | 1,905 | 5,851 |
| Financial instruments liabilities | 18,533 | 6,587 |
| Liabilities to employees | 1,195 | 836 |
| Payroll liabilities | 4,829 | 1,928 |
| Holiday leave accrual | 2,705 | 2,721 |
| External services | 934 | 649 |
| Social security and other employee benefits | 824 | 277 |
| Factoring liabilites | 17,097 | 16,979 |
| Liabilities arising from the purchase of shares, stocks and other financial assets | 5,118 | 11,419 |
| Other | 9,319 | 8,967 |
| TOTAL | 451,356 | 532,895 |
Trade liabilities do not bear interest. Commercial contracts concluded by CIECH S.A. 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, CIECH S.A. 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 Company 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 Company 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:
become fixed for the remainder of the lease term. Those payments become in-substance fixed payments when the variability is resolved,
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 Company applies the incremental borrowing rate for a given lease agreement, i.e. the rate of interest that the Company 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.
Assets used in CIECH S.A. under operating lease agreements include passenger cars and premises – mainly office and warehouse space. The operating lease agreement for cars is a renewable agreement, making it possible to acquire an asset at its estimated market value at the end of its use. The Company is not obliged to purchase the leased assets. 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 | 2,356 | 58 | 2,298 |
| Up to 1 year | 2,850 | 113 | 2,737 |
| From 1 to 2 years | 9,832 | 806 | 9,026 |
| From 2 to 5 years | 10,397 | 1,449 | 8,948 |
| Over 5 years | 8 ,171 | 1,740 | 6,431 |
| TOTAL | 33,606 | 4,166 | 29,440 |
| 01.01.-31.12.2019 | |
|---|---|
| Implementation of IFRS 16 as at 01.01.2019 | 32,518 |
| Contract modifications | 1,290 |
| Conclusion of new contracts | 202 |
| Early termination of the contract | (55) |
| Calculation of interest | 1,132 |
| Repayment of liability | (5,429) |
| Foreign exchange differences | (218) |
| Closing balance | 29,440 |
A financial 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.
In 2018, assets used in CIECH S.A. under operating lease agreements included passenger cars and premises – mainly office and warehouse space. The operating lease agreement for cars was a renewable agreement, making it possible to acquire an asset at its estimated market value at the end of its use. The Company was not not obliged to purchase the leased assets. In the financial year 2018, the costs of lease payments were as follows:
lease of passenger cars – PLN 909 thousand (PLN 830 thousand for the comparable period),
lease of space – PLN 5,107 thousand (PLN 4,868 thousand for the comparable period).
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 | 4,821 |
| Between 1 and 5 years | 15,500 |
| Over 5 years | 17,954 |
| TOTAL | 38,275 |
These payments reflected only lease payments (excluding non-lease payments).
Based on the Company's remuneration plan, the employees of CIECH S.A. are entitled to retirement and disability benefits. The Company'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 Company'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 Company 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 | 574 | 436 | 421 | 400 | |
| Recognition | 456 | 325 | 2,329 | 55 | |
| Use and reversal | - | - | (438) | (221) | |
| Other | 59 | (187) | - | 187 | |
| Closing balance | 1,089 | 574 | 2,312 | 421 |
In 2019, short-term and long-term provisions were recognised for employee benefits in the amount of, respectively, PLN 2,329 thousand and PLN 456 thousand, and the amount of PLN 59 thousand was recognised in equity. In the comparable period, a provision for employee benefits included in equity and amounting to PLN 136 thousand was recognised.
Employee benefits are measured on the basis of actuarial valuations and including provision for retirement and disability benefits. 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 2.0% was applied. The remuneration growth rate of 2.0% was applied for the residual period. Staff turnover ratio is established based on historic data, adjusted for employment restructuring plans. According to the Company's 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 2,099 thousand. In 2019, PLN 341 thousand was paid out on this account.
A provision is recognised if, as a result of a past event, the Company 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.
A provision for restructuring is recognised when the Management Board has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly and a reliable estimate can be made.
For measurement of the provisions, the Company is required to make estimates, assumptions regarding discount rates, expected costs and payment terms.
| CHANGE IN OTHER SHORT-TERM PROVISIONS | Provision for liabilities and expected losses |
Other provisions | TOTAL | |
|---|---|---|---|---|
| 01.01.-31.12.2019 | ||||
| Opening balance | 103,284 | - | 103,284 | |
| Recognition | 2,513 | - | 2,513 | |
| Use and reversal | (72,389) | - | (72,389) | |
| Other | (83) | - | (83) | |
| Closing balance | 33,325 | - | 33,325 | |
| 01.01.-31.12.2018 | ||||
| Opening balance | 35,566 | 507 | 36,073 | |
| Recognition | 68,803 | - | 68,803 | |
| Use and reversal | (1,085) | (507) | (1,592) | |
| Closing balance | 103,284 | - | 103,284 |
The amount of provisions is an estimated value and may be subject to change during utilisation.
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 (for more information on the tax audits, see Note 9.2 hereto).
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 Entity 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 Entity estimates allowances in the amount of 12-month expected credit losses, even if in previous periods allowances were recognised in the amount of long-term expected credit losses.
The Entity 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 Entity as having low credit risk.
The Entity 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 Entity 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 Entity 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 Entity analyses recoveries using probability-weighted scenarios.
Trade receivables are exceptions to this rule. For these categories of assets, the Entity 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 CIECH S.A. as at 31 December 2019 include: Financial assets:
| CLASSES OF FINANCIAL INSTRUMENTS | note | 31.12.2019 | 31.12.2018 | CATEGORIES OF FINANCIAL INSTRUMENTS |
|---|---|---|---|---|
| Cash and cash equivalents | 5.8 | 169,983 | 54,988 Loans measured at amortized cost | |
| Loans granted | 5.4;5.7 | 1,020,812 | 1,133,265 Loans measured at amortized cost | |
| Trade receivables | 5.6 | 285,995 | 280,363 Loans measured at amortized cost | |
| Factoring receivables | 5.6 | 30,856 | 36,528 Loans measured at amortized cost | |
| Hedging derivatives with positive value | 5.4;5.7 | 14,377 | 27,521 Valued in fair value through income statement |
|
| Derivative instruments recognized in financial assets designated as hedging instruments |
5.4;5.7 | 3,738 | 398 Hedging instruments | |
| Cash pooling receivables | 5.6 | 6,496 | 42,219 Loans measured at amortized cost | |
| ASSETS | 1,532,257 | 1,575,282 | ||
| Trade liabilities | 7.3 | (382,909) | (471,094) | Loans measured at amortized cost |
| Loans and borrowings | 7.1 | (1,758,368) | (1,749,631) | Loans measured at amortized cost |
| Lease liabilities | 7.4 | (29,440) | - | Loans measured at amortized cost |
| Factoring liabilities | 7.3 | (17,097) | (16,979) | Loans measured at amortized cost |
| Hedging derivatives with negative value | 7.2;7.3 | (20,005) | (43,087) | Valued in fair value through income statement |
| Derivative instruments with negative value | 7.2;7.3 | (5,015) | (1,681) | Hedging instruments |
| Cash pooling liabilities | 7.3 | (124,150) | (77,665) | Loans measured at amortized cost |
Selected trade receivables in CIECH S.A. 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.
| Items of revenues, costs, profits and losses recognized in the statement of profit or loss |
01.01.-31.12.2019 | 01.01.- 31.12.2018 | Categories of financial instruments |
|---|---|---|---|
| Revenues/(costs) due to interests, including those calculated using the effective interest rate method |
(25,630) | (17,476) | |
| 44,379 | 52,966 Financial assets valued at amortized cost | ||
| (68,877) | (70,442) | Financial liabilities valued at amortized cost | |
| (1,132) | - | Financial liabilities excluded from IFRS 9 (interest from lease according to IFRS 16) |
|
| Profits/(losses) due to exchange differences | 2,432 | 2,671 | |
| 2,432 | 2,671 Financial liabilities valued at amortized cost | ||
| Recognition of impairment losses | (295) | (2,192) | Financial assets valued at amortized cost |
| Reversal of impairment losses | 3,171 | 724 Financial assets valued at amortized cost | |
| Income/expenses due to the use of derivative financial instruments |
25,606 | 236 | |
| 25,606 | (9,086) | Assets/financial liabilities valued in fair value through income statement |
|
| - | 9,322 Hedging instruments | ||
| TOTAL | 5,284 | (16,037) |
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 Entity 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.
| 31.12.2019 | 31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|
| Type of instrument |
Secured position | Nominal value/Volu me |
Maturity | Value in financial assets |
Value in financial liabilities |
Value in financial assets |
Value in financial liabilities |
| Derivative instruments - cash flow hedge | |||||||
| Currency risk | |||||||
| Forward EUR/PLN |
Future cash flows due to the realization of sales revenues denominated or indexed to the EUR exchange rate |
EUR 36,784 thousand |
2020 | 167 | - | 543 | (218) |
| Forward USD/RON |
Future cash flows due to the realization of sales revenues denominated or indexed to the USD exchange rate |
USD 31,800 Thousand |
2019 | - | - | - | (848) |
| Interest rate risk | |||||||
| Interest rate swap WIBOR 6M fixed 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) | - | - |
| Interest rate swap EURIBOR 6M fixed rate |
Interest payments on a term loan contracted by CIECH S.A. with a nominal value of EUR 30,000 thousand |
EUR 30,000 thousand |
2022 | 118 | (489) | - | (756) |
The table below presents a summary of specific groups of relationships existing in 2019, designated for hedge accounting:
| 31.12.2019 | 31.12.2018 | |||||
|---|---|---|---|---|---|---|
| Before tax | Tax | After tax | Before tax | Tax | After tax | |
| Provision for the use of cash flow hedges at the beginning of the period |
(1,391) | 239 | (1,152) | 3,954 | (708) | 3,246 |
| Effective part of profits / (losses) on hedging instruments: |
||||||
| -currency risk | (4,825) | 855 | (3,970) | (13,702) | 2,553 | (11,149) |
| -interest rate risk | (906) | 172 | (734) | (988) | 188 | (800) |
| Reclassification to the statement of profit | ||||||
| or loss: | ||||||
| - currency risk (sales revenues) | 2,725 | (518) | 2,207 | 7,367 | (1,418) | 5,949 |
| -interest rate risk (interest costs) | 217 | (41) | 176 | 1,978 | (376) | 1,602 |
| -closing of designation | 2,902 | (464) | 2,438 | - | - | - |
| Provision for the use of cash flow hedges at the end of the period |
(1,278) | 243 | (1,035) | (1,391) | 239 | (1,152) |
The aim of CIECH S.A. when taking the decision concerning the implementation of the principles of cash flow hedging was to reduce the influence of interest rate movements and exchange rates differences from valuation of financial instruments on the statement of profit or loss by reflecting their hedging nature in the financial statements.
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 separate financial statements.
Sales revenues designated to hedge accounting are considered as highly probable. Their occurrence is anticipated in the Company's long-term financial forecast. Additionally, majority of these transactions are concluded with regular customers of CIECH S.A., which supports the probability of their occurrence.
CIECH S.A. actively manages operational and financial risk, striving to reduce the fluctuation of cash flows and maximise the companies' market value.
CIECH S.A.'s policy assumes natural hedging of imports and exports and hedging of up to 75% of net exposure to currencies exchange rate change by using derivatives and 100% exposure to interest rate risk.
In 2019, the Company concluded futures contracts to hedge currency risk and interest rate risk (forward, IRS and CIRS transactions).
CIECH S.A. cooperates with bank service providers of high credit rating and with substantial experience in the cash management area. Allocation of financial resources is performed through the use of intra-group loans, dividends payout by subsidiaries, participation in a cash management system (cash pooling) and increase of share capital in the subsidiaries.
CIECH S.A. 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, CIECH S.A. 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 the Company's debt. When assessing risk, the Company takes into account the risk portfolio effect resulting from the variety of conducted business activities. Effects of the risk are reflected in the financial statements.
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. CIECH S.A. monitors risk areas which are most important for its activities.
CIECH S.A. finances its activity mainly through term loans. The amount of the costs of interest-bearing debt held by the Company 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 Company 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 Company's financial performance. The risk is partially reduced by the assets owned by CIECH S.A. (bank deposits), interest bearing in accordance with variable interest rate, and by concluding hedging transactions.
In 2019, CIECH S.A. 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 |
|---|---|---|
| Fixed interest rate instruments | 415,194 | 354,132 |
| Financial assets | 430,194 | 354,132 |
| Financial liabilities | (15,000) | - |
| Floating interest rate instruments | (1,129,861) | (950,956) |
| Financial assets | 767,097 | 876,340 |
| Financial liabilities | (1,896,958) | (1,827,296) |
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 | (11,299) | 11,299 | - | - |
| Interest rate swap transactions (IRS) | 7,517 | (7,680) | 24,901 | (26,011) |
| Cash flows sensitivity (net) | (3,782) | 3,619 | 24,901 | (26,011) |
| 31.12.2018 | ||||
| Floating interest rate instruments | (9,510) | 9,510 | - | - |
| Interest rate swap transactions (IRS) | - | - | 1,364 | (1,410) |
| Cash flows sensitivity (net) | (9,510) | 9,510 | 1,364 | (1,410) |
* 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, CIECH S.A. is subject to currency exposure related to the significant lead of export over import. Sources of currency risk to which the Company was exposed in 2019 included: purchase of raw materials, product sales, loans taken out and cash in foreign currencies. Unfavourable changes in currency exchange rates may worsen the Company's financial results.
In 2019, CIECH S.A. used hedging contracts, such as forward options, to partially cover currency risk. CIECH S.A. 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 CIECH S.A. in EUR and USD as at 31 December 2019 and 2018 due to financial instruments:
| Exposure to currency risk in EUR (figures denominated in EUR) |
31.12.2019 | 31.12.2018 | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Borrowings granted sensitive to FX rate changes |
102,400 | 83,400 | x | |
| Trade and other receivables | 24,926 | 12,395 | x | |
| Cash including bank deposits | 6,305 | 2,941 | x | |
| Liabilities | ||||
| Trade and other liabilities | (10,876) | (13,741) | x | |
| Term loan liabilities | (30,000) | (30,000) | x | |
| Liabilities due to revolving credit | (25,000) | - | x |
| Exposure to currency risk in EUR (figures denominated in EUR) |
31.12.2019 | 31.12.2018 | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|---|---|---|---|---|
| Other liabilities from loans and credits | (9,441) | (7,646) | x | |
| Hedging instruments: Forward* | (36,784) | (78,784) | x | |
| Forward not designated to hedge accounting |
- | (25,000) | x | |
| CIRS | (186,880) | (209,764) | x | |
| Total exposure | (165,350) | (266,199) |
* 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 (figures denominated in USD) |
31.12.2019 | 31.12.2018 | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | 1,630 | 15,000 | x | |
| Cash including bank deposits | 5,655 | 968 | x | |
| Liabilities | ||||
| Trade and other liabilities | (5,619) | (4,653) | x | |
| Hedging instruments: Forward* | - | (31,800) | ||
| Forward not designated to hedge accounting |
(5,363) | - | x | |
| Total exposure | (3, 697) | (20,485) |
* 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.
| Figures denominated in EUR* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|
|---|---|---|---|
| Analysis of sensitivity to EUR exchange rate changes – 2019 |
|||
| Currency balance sheet items | (1 286) | (1,286) | - |
| Hedging instruments: Forward | (368) | - | (368) |
| Analysis of sensitivity to EUR exchange rate changes – 2018 |
|||
| Currency balance sheet items | (1,874) | (1,874) | - |
| Hedging instruments: Forward | (788) | - | (788) |
| * Increase of EUR/PLN exchange rate by 1 grosz | |||
| Figures denominated in USD* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|
| Analysis of sensitivity to USD exchange rate changes – 2019 |
|||
| Currency balance sheet items | 17 | 17 | |
| Hedging instruments: Forward | (54) | (54) | |
| Analysis of sensitivity to USD exchange rate changes – 2018 |
|||
| Currency balance sheet items | 113 | 113 |
* Increase of USD/PLN exchange rate by 1 grosz
A significant portion of CIECH S.A.'s activity is the import and export of chemical raw materials. The raw materials markets are characterised by a cyclical nature related to fluctuations of the global economy. The growing prices of raw materials cause a decrease in margins of trade intermediaries and a decrease of demand generated by recipients. On the other hand, the falling prices are usually a symptom of a decreasing demand and the beginning of an economic downturn. On the domestic market, raw materials are subject to similar tendencies. The maintenance of a stable pace of economic growth and stable prices of chemical raw materials will have a positive impact on the commercial activity of CIECH S.A. Considerable fluctuations of demand and prices caused either by fast economic growth or economic stagnation will have a negative influence on the activity related to trading in chemical raw materials by the Company. CIECH S.A. reduces price risk through concluding agreements with suppliers with appropriate price formula.
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 S.A.'s point of view, credit risk is linked to:
CIECH S.A. 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 Company 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 borrowers, 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. The risk of the receivables portfolio is assessed on a weekly basis. On selected markets, where more risky payment deadlines are applied, the Company makes use of services provided by companies specialising in insuring receivables. Credit risk connected with cash in bank and bank deposits is low as CIECH S.A. enters into transactions with high-rating banks with stable market position.
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 | 169,983 | 54,988 |
| Loans granted | 1,020,812 | 1,133,265 |
| Trade receivables | 285,995 | 280,363 |
| Factoring receivables | 30,856 | 36,528 |
| Cash pooling receivables | 6,496 | 42,219 |
| Assets due to valuation of derivatives | 18,115 | 27,919 |
| TOTAL | 1,532,257 | 1,575,282 |
The fair value of financial assets exposed to credit risk is similar to their carrying amount. At the end of the presented periods, there were no loans granted to non-related entities.
The table below presents trade receivables and factoring receivables by age from maturity date.
| 31.12.2019 | 31.12.2018 | |||
|---|---|---|---|---|
| Trade receivables and factoring receivables (gross value) |
Impairment loss | Trade receivables and factoring receivables (gross value) |
Impairment loss | |
| Not overdue | 179,749 | (52) | 232,475 | (2,740) |
| Up to 1 month | 30,786 | - | 61,160 | - |
| 1-3 months | 62,120 | (19) | 13,995 | - |
| 3-6 months | 41,547 | - | 5,532 | - |
| 6-12 months | 3,572 | (852) | 6,991 | (600) |
| Over 1 year | 11,434 | (11,434) | 11,868 | (11,790) |
| TOTAL | 329,208 | (12,357) | 332,021 | (15,130) |
According to the Management Board of CIECH S.A., the Company's assets that are not overdue and not covered by an impairment allowance are of high credit quality. The Company has no material items which would be uncollectible as at the reporting date and not covered by an impairment allowance.
Information on guarantees and sureties granted is provided in note 9.2 to these statements.
| Trade receivables and factoring receivables (net value) |
Loans granted (net value) | |||
|---|---|---|---|---|
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | |
| Poland | 258,623 | 200,475 | 590,617 | 779,134 |
| European Union | 45,221 | 40,207 | 430,195 | 354,131 |
| Other European countries | - | 17,012 | - | - |
| Africa | 911 | 9,745 | - | - |
| Asia | 12,096 | 49,452 | - | - |
| TOTAL | 316,851 | 316,891 | 1,020,812 | 1,133,265 |
| Trade receivables and factoring receivables (net value) |
Loans granted (net value) | |||
|---|---|---|---|---|
| 31.12.2019 | 31.12.2018 | 31.12.2019 | 31.12.2018 | |
| Soda segment | 161,759 | 194,229 | - | - |
| Organic segment | 135,865 | 99,423 | - | - |
| Transport segment | 12,293 | 17,228 | - | - |
| Silicates and Glass segment | 1,342 | 4,694 | - | - |
| Other activities | 5,592 | 1,317 | 1,020,812 | 1,133,265 |
| TOTAL | 316,851 | 316,891 | 1,020,812 | 1,133,265 |
Changes in the gross carrying amounts of trade receivables and loans with reconciliation of write-downs as at 31 December 2019 and as at 31 December 2018 to opening balances are presented in the table below:
| Trade receivables | Loans | |||||
|---|---|---|---|---|---|---|
| Basket 1 | Basket 3 | Basket 1 | Basket 3 | |||
| ECL in life - no loss of value |
ECL in life - with loss of value |
TOTAL | ECL in life - no loss of value |
ECL in life - with loss of value |
TOTAL | |
| Gross value on 01.01.2019 | 280,497 | 15,048 | 295,545 | 1,150,196 | 3,328 | 1,153,524 |
| Created | 2,704,141 | 98 | 2,704,239 | 236,737 | - | 236,737 |
| Interest accrued | - | - | - | 43,575 | - | 43,575 |
| Reclasification | (1,045,505) | 242 | (1,045,263) | - | - | - |
| Written off | - | (118) | (118) | - | - | - |
| Repaid | (1,653,177) | (3,042) | (1,656,219) | (390,739) | (527) | (391,266) |
| Exchange differences | 196 | (28) | 168 | (4,070) | (4,070) | |
| Gross value on 31.12.2019 | 286,152 | 12,200 | 298,352 | 1,035,699 | 2,801 | 1,038,500 |
| Opening balance of write offs on 01.01.2019 |
(82) | (15,048) | (15,130) | (16,931) | (3,328) | (20,259) |
| Change in write-offs | (75) | 2,848 | 2,773 | 2,044 | 527 | 2,571 |
| Closing balance of write offs on 31.12.2019 |
(157) | (12,200) | (12,357) | (14, 887) | (2,801) | (17,688) |
| Net value on 31.12.2019 | 285,995 | - | 285,995 | 1,020,812 | - | 1,020,812 |
The net carrying amount of trade receivables and loans reflects the maximum exposure to credit risk.
As at the date of initial application of IFRS 9, the Company, in accordance with the three-stage expected credit loss model, calculated the expected credit loss on the basis of the probability of default (calculated based on the assessment of credit risk, i.e. the Company's rating). All loans were classified by the Company in Stage 1 (loans for which no significant deterioration in credit quality was observed and expected credit losses are estimated in the period of 12 months after the reporting date). As at 31 December 2018 and 31 December 2019, loans were not reclassified to Stage 2 or Stage 3.
The following tables present the reconciliation of impairment allowances for financial assets.
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Gross carrying amount | 1,038,500 | 1,153,524 |
| Write-off | (17,688) | (20,259) |
| TOTAL | 1,020,812 | 1,133,265 |
The table below presents an analysis of the degrees of credit risk assessment of loans measured at amortized cost.
| 31.12.2019 | 31.12.2018 | |||||
|---|---|---|---|---|---|---|
| Rating | Bakset 1 | Basket 3 | Bakset 1 | Basket 3 | ||
| 12-month ECL | ECL in life | TOTAL | 12-month ECL | ECL in life | TOTAL | |
| Rating CIECH S.A. (Ba3 Moody's)* | 1,035,699 | 2,801 | 1,038,500 | 1,150,196 | 3,328 | 1,153,524 |
| Gross value | 1,035,699 | 2,801 | 1,038,500 | 1,150,196 | 3,328 | 1,153,524 |
| Impariment loss | (14,887) | (2,801) | (17,688) | (16,931) | (3,328) | (20,259) |
| Net value | 1,020,812 | - | 1,020,812 | 1,133,265 | - | 1,133,265 |
*CIECH S.A.'s rating was estimated on the basis of Moody's methodology (Rating Scorecard) and the most recent financial data of CIECH S.A., according to which the calculated rating of CIECH S.A. is Ba3.
The following tables present the reconciliation of impairment allowances for financial assets in accordance with IFRS 9.
| TOTAL | Current 0-30 days | 30-60 days | >90 day | |
|---|---|---|---|---|
| Receivables as at 31.12.2019 | 298,352 | 171,959 | 62,117 | 64,276 |
| Gross receivables | - | 0.03% | 0.03% | 0.22% |
| Liabilities failure ratio | 157 | 52 | 19 | 86 |
| Expected credit losses | 12,357 | 52 | 19 | 12,286 |
| Total expected losses | 157 | 52 | 19 | 86 |
| from group analysis | 12,200 | - | - | 12,200 |
| TOTAL | Current 0-30 days | 30-60 days | >90 day | |
|---|---|---|---|---|
| Receivables as at 31.12.2018 | 295,545 | 257,161 | 13,995 | 24,389 |
| Gross receivables | - | 0.03% | 0.03% | 0.03% |
| Liabilities failure ratio | 82 | 76 | 4 | 2 |
| Expected credit losses | 15,130 | 2,734 | 4 | 12,392 |
| Total expected losses | 82 | 76 | 4 | 2 |
| from group analysis | 15,048 | 2,658 | - | 12,390 |
CIECH S.A. is exposed to risk connected with maintaining liquidity due to the considerable share of external financing (due to the term loan, working capital facility 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 CIECH S.A.'s debt financing is ensured by a 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 Company.
The table below presents financial liabilities at face value grouped by maturity.
| 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 liabiliies: | (2,282,524) | (2,378,658) | (589,441) | (143,984) | (384,733) | (1,260,500) | - |
| Trade liabilities | (382,909) | (382,909) | (382,909) | - | - | - | - |
| Loans and borrowings | (1,758,368) | (1,854,502) | (65,285) | (143,984) | (384,733) | (1,260,500) | - |
| Factoring liabilities | (17,097) | (17,097) | (17,097) | - | - | - | - |
| Cash pooling liabilities | (124,150) | (124,150) | (124,150) | - | - | - | - |
| Lease liabilities | (29,440) | (33,606) | (2,356) | (2,850) | (9,832) | (10,397) | (8,171) |
| Derivative instruments with negative value |
(20,005) | (20,396) | (40) | (17,495) | (2,861) | - | - |
| Hedging derivatives with negative value |
(5,015) | (4,811) | (97) | (862) | (3,853) | - | - |
| Total financial liabilities | (2,336,984) | (2,437,472) | (591,934) | (165,191) | (401,279) | (1,270,897) | (8,171) |
| 31.12.2018 | Carrying amount |
Contractual cash flows |
Below 6 months |
up to 12 months |
1–2 years | 3–5 years |
|---|---|---|---|---|---|---|
| Other financial liabiliies: | (2,315,369) | (2,452,081) | (833,791) | (183,074) | (35,121) | (1,400,095) |
| Trade liabilities | (471,094) | (471,094) | (471,094) | - | - | - |
| Loans and borrowings | (1,749,631) | (1,886,343) | (268,053) | (183,074) | (35,121) | (1,400,095) |
| Factoring liabilities | (16,979) | (16,979) | (16,979) | - | - | - |
| Cash pooling liabilities | (77,665) | (77,665) | (77,665) | - | - | - |
| Derivative instruments with negative value |
(43,087) | (44,371) | - | (5,137) | (39,234) | - |
| Hedging derivatives with negative value |
(1,681) | (1,422) | (789) | (433) | (200) | - |
| Total financial liabilities | (2,360,137) | (2,497,874) | (834,580) | (188,644) | (74,555) | (1,400,095) |
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 | 169,983 | 169,983 | 54,988 | 54,988 |
| Loans granted | 1,020,812 | 1,020,812 | 1,133,265 | 1,133,265 |
| Trade receivables | 285,995 | 285,995 | 280,363 | 280,363 |
| Assets due to valuation of derivatives | 14,377 | 14,377 | 27,521 | 27,521 |
| Derivative instruments recognized in financial assets designated as hedging instruments |
3,738 | 3,738 | 398 | 398 |
| Cash pooling receivables | 6,496 | 6,496 | 42,219 | 42,219 |
| Factoring receivables | 30,856 | 30,856 | 36,528 | 36,528 |
| ASSETS | 1,532,257 | 1,532,257 | 1,575,282 | 1,575,282 |
| Loans and borrowings | (1,758,368) | (1,760,399) | (1,749,631) | (1,756,842) |
| Trade liabilities | (382,909) | (382,909) | (471,094) | (471,094) |
| Lease liabilities | (29,440) | (33,606) | - | - |
| Liabilities due to valuation of derivatives | (20,005) | (20,005) | (43,087) | (43,087) |
| Derivative instruments recognized in financial liabilities designated as hedging instruments |
(5,015) | (5,015) | (1,681) | (1,681) |
| Cash pooling liabilities | (124,150) | (124,150) | (77,665) | (77,665) |
| Factoring liabilities | (17,097) | (17,097) | (16,979) | (16,979) |
| LIABILITIES | (2,336,984) | (2,343,181) | (2,360,137) | (2,367,348) |
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 2 | Level 2 |
| 18,115 | 27,919 |
| 3,571 | 398 |
| 14,544 | 27,521 |
| (25,020) | (44,768) |
| (5,016) | (1,681) |
| (20,004) | (43,087) |
| (6,905) | (16,849) |
As at 31 June 2019, CIECH S.A. held the following types of financial instruments measured at fair value: interest rate swap contracts, currency forward contracts EUR/PLN, USD/RON and RON/PLN, as well as CIRS (currency and interest rate swap) contract EUR/PLN. Neither the CIRS not USD/RON and RON/PLN forwards are designated to hedge accounting.
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. The fair value of the CIRS contract is determined as a difference in discounted interest and capital cash flows. The input data for the method is the market data for interest rates and cross currency basis-swaps quotations provided by Reuters. The fair value of the currency forward is determined as a difference between the transaction rate and the forward rate at the valuation date multiplied by the nominal value of the contract in the foreign currency. The input data for the method is the market data for interest rates and cross currency basis-swaps quotations provided by Reuters.
| Fair value of financial instruments |
Longterm financial assets |
Short-term financial assets |
Other long-term 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) |
| TOTAL | 4,879 | 13,236 | (6 487) | (18,533) | (6,905) |
| 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) |
| TOTAL | 11,859 | 16,060 | (38,181) | (6,587) | (16,849) |
The above financial instruments were classified at level 2 of the fair value hierarchy. In 2019, there were no transfers within the fair value hierarchy of instruments measured at fair value.
CIECH S.A. has taken out term and revolving credit facilities whose book value, as at 31 December 2019, is PLN 1,632,615 thousand, and whose fair value amounts to PLN 1,634,646 thousand (Level 2 of fair value hierarchy). The Company recognised 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 CIECH S.A. (classified mainly as cash, loans and receivables, financial liabilities measured at amortised cost other than loans 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 statement of financial position and changes resulting from the statement of cash flows:
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Change of liabilities presented in statement of financial position | (30,474) | 353,747 |
| Change of financial liabilities | (55,222) | (283,298) |
| Change of income tax liabilities | 867 | 3,891 |
| Change of liabilities applying to non-current assets | 2,716 | 7,067 |
| Change of liabilities - compensation | - | (32,655) |
| Valuation of derivatives | 19,748 | (253) |
| Change of lease liabilities | (24,011) | - |
| Change of liabilities due to purchase of financial assets | 4,742 | - |
| Other | 580 | - |
| Change of liabilities in statement of cash flow | (81,054) | 48,499 |
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Receivables change presented in statement of financial position | 22,663 | (119,908) |
| Receivables from the purchase of shares | 171 | - |
| Reclasification of receivables from cashpool | (35,702) | 29,695 |
| Receivables change due to increase in the capital of a subsidiary company | 10,524 | 2,330 |
| Receivables change - compensation due to purchase of asset | - | (619) |
| Receivables change - redeemed loans with interest | - | 49,034 |
| Receivables change - compensation of interest on the loan | 25,762 | 26,327 |
| Receivables change presented in statement of cash flow | 23,418 | (13,141) |
| 31.12.2019 | 31.12.2018 | |
|---|---|---|
| Change in reserves and employee benefits | (67,553) | 67,370 |
| Change in reserves from income tax | 66,397 | (43,700) |
| Receivables change presented in statement of cash flow | (1,156) | 23,670 |
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits to the Company. Contingent assets are not recognised in the statement of financial position since this may 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 Company'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, CIECH S.A. did not have any significant disputed liabilities pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the cases described in section "Audits of tax settlements at CIECH S.A." in this chapter.
As at 31 December 2019, CIECH S.A. did not hold any significant disputed receivables 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 | 18,864 | 18,864 |
| Other contingent receivables* | 18,864 | 18,864 |
| Other contingent liabilities | 739,506 | 586,262 |
| Guarantees and sureties granted** | 739,506 | 586,262 |
*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.
**Including:
As at 31 December 2019, contingent liabilities amounted to PLN 739,506 thousand and increased as compared to 31 December 2018 by PLN 153,244 thousand. The change was primarily attributable to a change in the value of guarantees related to loans (as described above) and change in the value of guarantees for liabilities of 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 liability. 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 liability. 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. (spółka zależna) (subsidiary) |
| Total amount of guarantees and sureties granted | PLN 193,978 thousnd |
| 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. oddział w Polsce, mBank S.A., BGŻ BNP Paribas S.A.; Bank Pekao S.A., Banko de Sabadell |
Selected subsidiaries in Poland, Germany and Romania 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 for 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 revolving 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 revolving 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 revolving facility granted by Banko de Sabadell S.A. in the amount EUR 25,000 thousand) PLN 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 in PLN and in EUR |
CIECH S.A. (parent company) |
|---|---|---|---|---|
| ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------- |
Total amount of guarantees and sureties granted PLN 2,727,637 thousand
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 CSD 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 CSD 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 CSD will have sufficient funds to fulfil its financial commitments against Innogy resulting from the above-mentioned agreement.
In 2019, the following audits and proceedings were carried out at CIECH S.A.:
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. 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.
Due to the audits carried out, despite appealing to the court against the dimensional decisions received, the Company paid a total of PLN 68.5 million (PLN 45.5 million tax and PLN 23.0 million interest). From the given amount, the amount of PLN 2.1 million is disclosed as a receivable from the Tax Office.
Detailed information about transactions between CIECH S.A. 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.) as well as subsidiaries and associates of CIECH S.A. is presented below:
| CIECH SA TRANSACTIONS WITH RELETED ENTITIES | Subsidiary | affiliates | Other related |
TOTAL |
|---|---|---|---|---|
| 01.01.-31.12.2019 | ||||
| Sales revenues | 668,950 | 48,781 | - | 717,731 |
| Financial income including: | 60,167 | 153 | - | 60,320 |
| Dividends | 5,133 | 135 | - | 5,268 |
| Purchase of products, goods, materials and services including: | 1,429,774 | 8,211 | 4,616 | 1,442,601 |
| KI One S.A. | - | - | 210 | 210 |
| Financial expenses | 45,165 | - | - | 45,165 |
| 31.12.2019 | ||||
| Receivables | 215,239 | 5,497 | 706 | 221,442 |
| Loans granted | 1,020,812 | - | - | 1,020,812 |
| Trade and other liabilities | 400,818 | 428 | - | 401,246 |
| Recived loans | 125,753 | - | - | 125,753 |
| 01.01.-31.12.2018 | ||||
| Sales revenues | 748,110 | 49,797 | - | 797,907 |
| Financial income including: | 94,380 | 273 | - | 94,653 |
| Dividends | 1,298 | 273 | - | 1,571 |
| Purchase of products, goods, materials and services including: | 1,463,891 | - | 4,090 | 1,467,981 |
| KI One S.A. | - | - | 425 | 425 |
| Financial expenses | 35,586 | - | - | 35,586 |
| 31.12.2018 | ||||
| Receivables | 188,829 | 6,019 | 799 | 195,647 |
| Loans granted | 1,133,265 | - | - | 1,133,265 |
| Trade and other liabilities including: | 432,669 | 494 | 1,071 | 434,234 |
| KI One S.A. | - | - | 1,071 | 1,071 |
| Recived loans | 132,444 | - | - | 132,444 |
Material sales to and purchases from related entities were, to the best of the Company's knowledge and belief, carried out on terms reflecting arm's length terms.Overdue liabilities and receivables are not secured and are settled in cash or by setoff.
No material non-standard or non-routine transactions were concluded with related entities in 2019 except for the ones presented in section 9.3.3.
In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with members of the CIECH Group.
To the best of the Company's judgement, there were no transactions with related entities in CIECH S.A. 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. The value of agreements concluded with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. and members of the PricewaterhouseCoopers network is presented below:
| 31.12.2019* | 31.12.2018* | |
|---|---|---|
| Audit of the annual financial statements | 569 | 335 |
| Review of the semi-annual report | 93 | 93 |
| Other services | - | 10 |
| Other certifying services | 1 | 1 |
| TOTAL | 663 | 439 |
* The remuneration includes additional costs, such as travel, accommodation and nourishment costs.
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 CIECH S.A. CIECH S.A. 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 CIECH S.A. 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 CIECH S.A. 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 in which CIECH S.A. is involved by selling products manufactured by CIECH Soda Polska S.A. and by purchasing raw materials for selected companies:
is as follows:
As at the date of publication of this report, production plants of CIECH Soda Polska S.A. work without significant disruptions, also sales of products manufactured by CIECH Soda Polska S.A and sold by CIECH S.A. runs without significant interference. To date, no significant logistics problems have been observed. However, there is a risk of disruption in this respect, especially in the case of export sales, which accounts for about 30% of the sales of plants at CIECH Soda Polska S.A. Stocks of raw materials in production plants are at a level ensuring continuity of production and the risk in this respect is not significant at the moment. As at the date of publication of this report, no significant decrease in demand for soda segment products was found, however, in the case of a prolonged decline in the level of industrial production in the world, there is a risk of falling orders from customers.
As at the date of publication of this report, the production plants of CIECH Żywice Sp. z o.o. producing resins and CIECH Sarzyna S.A. producing crop protection products operate without significant interference. There is a risk in the supply of production raw materials, some of which come from foreign producers, including Asian ones. CIECH S.A. has taken steps to secure the necessary raw materials to maintain production continuity. As at the date of publication of this report, there was no significant reduced demand for crop protection products and resins.
A noticeable decrease in orders occurs on the foam market, which is associated with the furniture sector in Poland and Europe. As at the date of publication of this report, the main furniture and mattress manufacturers have suspended or intend to suspend production in the near future. The situation on the furniture market forced CIECH Pianki Sp. z o.o. reduction of foam production. In week 13 of 2020, foam production was reduced by 30%. In the 14 week of 2020, it is planned to reduce foam production by 60%. As at the date of publication of this report, it is difficult to unequivocally assess whether the market situation will deteriorate, however, the CIECH Group expects a further decline in foam production. As regards ensuring the continuity of foam production, CIECH S.A., as at the date of publication of this report, does not see significant risks on the side of raw materials' supplies purchased by CIECH S.A.
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 S.A.'s operations is currently unknown and impossible to estimate, and depends on factors that are beyond the control of the CIECH S.A. 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 CIECH S.A. However, in the near future, an increase in the risk of a significant negative impact of the COVID-19 pandemic on the CIECH S.A.'s operations cannot be excluded.

These financial statements of CIECH S.A. 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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