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Ciech S.A.

Quarterly Report Sep 10, 2019

5563_rns_2019-09-10_8ca8027e-f75b-433c-88b8-f21a2ebc881e.pdf

Quarterly Report

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EXTENDED CONSOLIDATED REPORT

of the CIECH Group for the first half of 2019

We are providing a courtesy English translation of our reviewed financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our reviewed financial statements, please refer to the Polish language version of our reviewed financial statements.

CIECH GROUP — SELECTED CONSOLIDATED FINANCIAL DATA

in thousand PLN in thousand EUR
SELECTED FINANCIAL DATA 6 months ended
30.06.2019
6 months ended
30.06.2018
6 months ended
30.06.2019
6 months ended
30.06.2018
Sales revenues 1,897,350 1,819,175 442,479 429,101
Operating profit/(loss) 144,626 226,277 33,728 53,374
Profit/(loss) before tax 114,035 223,081 26,594 52,620
Net profit / (loss) for the period 80,861 172,809 18,857 40,762
Net profit/(loss) attributable to shareholders
of the parent company
81,130 172,492 18,920 40,687
Net profit/(loss) attributed to non-controlling
interest
(269) 317 (63) 75
Other comprehensive income net of tax (8,153) (12,079) (1,901) (2,849)
Total comprehensive income 72,708 160,730 16,956 37,913
Cash flows from operating activities 106,907 211,818 24,932 49,963
Cash flows from investment activities (157,132) (209,597) (36,645) (49,439)
Cash flows from financial activities 37,859 (7,105) 8,829 (1,676)
Total net cash flows (12,366) (4,884) (2,884) (1,152)
Earnings (loss) per ordinary share (in PLN/EUR) 1.54 3.27 0.36 0.77
as at 30.06.2019 as at 31.12.2018 as at 30.06.2019 as at 31.12.2018
Total assets 4,855,534 4,822,132 1,141,940 1,121,426
Non-current liabilities 1,961,721 1,636,755 461,364 380,641
Current liabilities 921,978 1,286,250 216,834 299,128
Total equity 1,971,835 1,899,127 463,742 441,657
Equity attributable to shareholders of the
parent
1,971,816 1,898,839 463,738 441,590
Non-controlling interest 19 288 4 67
Share capital 287,614 287,614 67,642 66,887

CIECH S.A. – SELECTED SEPARATE FINANCIAL DATA

in PLN thousand in EUR thousand
SELECTED FINANCIAL DATA 6 months ended 6 months ended 6 months ended 6 months ended
30.06.2019 30.06.2018 30.06.2019 30.06.2018
Sales revenues 1,243,124 1,208,028 289,908 284,946
Operating profit/(loss) 15,357 69,068 3,581 16,292
Profit/(loss) before tax 22,755 23,471 5,307 5,536
Net profit / (loss) for the period 13,434 17,535 3,133 4,136
Other comprehensive income net of tax 3,012 (4,018) 702 (948)
Total comprehensive income 16,446 13,517 3,835 3,188
Cash flows from operating activities 32,036 (32,396) 7,471 (7,641)
Cash flows from investment activities (52,320) 14,274 (12,201) 3,367
Cash flows from financial activities 51,456 12,767 12,000 3,011
Total net cash flows 31,172 (5,355) 7,270 (1,263)
as at 30.06.2019 as at 31.12.2018 as at 30.06.2019 as at 31.12.2018
Total assets 4,063,977 3,927,454 955,780 913,362
Non-current liabilities 1,664,270 1,393,685 391,409 324,113
Current liabilities 980,560 1,131,068 230,611 263,039
Total equity 1,419,147 1,402,701 333,760 326,210
Share capital 287,614 287,614 67,642 66,887

The above selected financial data were converted into PLN in accordance with the following principles:

  • items in the consolidated statement of financial position were converted using the average exchange rate determined by the National Bank of Poland on the last day of the reporting period;
  • items in the consolidated statement of profit or loss, consolidated statement of other comprehensive income and consolidated statement of cash flows were converted using the exchange rate constituting the arithmetic mean of rates determined by the National Bank of Poland on the last day of each calendar month of the reporting period.
as at 30.06.2019 as at 31.12.2018 6 months
ended 30.06.2019
6 months
ended 30.06.2018
EUR 1 = PLN 4.2520 EUR 1 = PLN 4.3000 EUR 1 = PLN 4.2880 EUR 1 = PLN 4.2395

SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP FOR 6-MONTH PERIOD ENDED 30 JUNE 2019

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

TABLE OF CONTENTS

1. SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION 6
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP 6
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP 7
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP 8
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP 9
CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP 10
2. EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11
2.1. BASIS FOR PREPARATION OF THE SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11
2.2. ADOPTED ACCOUNTING PRINCIPLES 11
2.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS 12
2.3. FUNCTIONAL AND REPORTING CURRENCY 15
2.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP 15
2.5. CIECH GROUP'S SEGMENT REPORTING 15
2.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS 20
2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 24
2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 25
2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE 25
2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE 26
2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT
AND EQUIPMENT 26
2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS 27
2.11. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 27
2.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP 27
2.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES 28
2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES 32
2.15. INFORMATION ON POST-BALANCE-SHEET EVENTS 33
3. SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING
STANDARDS AS ENDORSED BY THE EUROPEAN UNION 35
CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 35
CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 36
CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A. 37
CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A. 38
CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A. 39
4. EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 40
4.1. BASIS OF PREPARATION OF THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 40
4.2. ADOPTED ACCOUNTING PRINCIPLES 40
4.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS 41
4.3. FUNCTIONAL AND REPORTING CURRENCY 41
4.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF CIECH S.A. 41
4.5.
4.6. CIECH S.A.'S SEGMENT REPORTING 41
PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS 46
4.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 47
4.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 48
4.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT
AND EQUIPMENT 48
4.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS 48
4.11. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 48
4.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES AT CIECH S.A. 49
4.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES 49
4.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES 50
4.15. INFORMATION ON POST-BALANCE-SHEET EVENTS 50
5. MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES 52
5.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 55
5.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP IN THE FIRST HALF OF 2019 55
5.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP IN THE FIRST HALF OF 2019 56
5.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP 57
5.5.1. BASIC FINANCIAL DATA 57
5.5.2. SALES REVENUES 57
5.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS) 58
5.5.4. FINANCING ACTIVITIES AND NET PROFIT/LOSS 59
5.5.5. ASSET POSITION OF THE CIECH GROUP 60
5.5.6. CASH POSITION OF THE CIECH GROUP 61
5.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP 61
5.6. SIGNIFICANT RISK FACTORS 64
5.7. FULFILMENT OF PROFIT FORECASTS PREVIOUSLY PUBLISHED FOR A GIVEN YEAR IN THE LIGHT OF THE RESULTS DISCLOSED IN THE REPORT AGAINST THE
FORECAST RESULTS 65
5.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT SIX MONTHS 65
5.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING 67
5.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF CIECH S.A. 68
5.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY 68
5.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP 68
5.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP 69
5.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY 69
5.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES 69
RATIO CALCULATION METHODOLOGY 70
REPRESENTATION OF THE MANAGEMENT BOARD 71

1. SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP

01.01.-30.06.2019 01.01.-30.06.2018 01.04.-30.06.2019 01.04.-30.06.2018
Unaudited data
CONTINUING OPERATIONS
Sales revenues 1,897,350 1,819,175 944,645 933,505
Cost of sales (1,491,308) (1,404,920) (731,361) (725,876)
Gross profit/(loss) on sales 406,042 414,255 213,284 207,629
Other operating income 39,805 47,145 24,179 35,828
Selling costs (136,433) (134,086) (68,873) (66,531)
General and administrative expenses (103,892) (79,349) (57,594) (42,202)
Other operating expenses (60,896) (21,688) (49,745) (10,530)
Operating profit/(loss) 144,626 226,277 61,251 124,194
Financial income 3,808 21,316 (1,454) 16,349
Financial expenses (35,162) (24,525) (18,696) (13,268)
Net financial income/(expenses) (31,354) (3,209) (20,150) 3,081
Share of profit / (loss) of equity-accounted investees 763 13 441 17
Profit/(loss) before tax 114,035 223,081 41,542 127,292
Income tax (33,174) (50,272) (22,511) (28,533)
Net profit/(loss) on continuing operations 80,861 172,809 19,031 98,759
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the period 80,861 172,809 19,031 98,759
including:
Net profit/(loss) attributable to shareholders of the
parent company
81,130 172,492 19,355 98,595
Net profit/(loss) attributed to non-controlling interest (269) 317 (324) 164
Earnings per share (in PLN):
Basic 1.54 3.27 0.37 1.87
Diluted 1.54 3.27 0.37 1.87
Earnings/(loss) per share (in PLN) from continuing
operations:
Basic 1.54 3.27 0.37 1.87
Diluted 1.54 3.27 0.37 1.87

The condensed consolidated statement of profit or loss of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.

1

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP

01.01.-30.06.2019 01.01.-30.06.2018 01.04.-30.06.2019 01.04.-30.06.2018
Unaudited data
Net profit / (loss) for the period 80,861 172,809 19,031 98,759
Other comprehensive income before tax that may
be reclassified to the statement of profit or loss
(5,185) (22,210) 21,749 (25,526)
Currency translation differences (foreign
companies)
(11,057) 17,099 3,931 15,685
Cash flow hedge reserve 2,513 (38,494) 17,582 (41,451)
Costs of hedging reserve 3,359 (815) 236 238
Other components of other comprehensive income - - - 2
Other comprehensive income before tax that may
not be reclassified to the statement of profit or
loss
- - - -
Income tax attributable to other comprehensive
income
(2,968) 10,131 (5,102) 10,321
Income tax attributable to other comprehensive
income that may be reclassified to the statement
of profit or loss
(2,968) 10,131 (5,102) 10,321
Other comprehensive income net of tax (8,153) (12,079) 16,647 (15,205)
Comprehensive income including attributable to: 72,708 160,730 35,678 83,554
Shareholders of the parent company 72,977 160,211 36,006 83,285
Non-controlling interest (269) 519 (328) 269

The condensed consolidated statement of other comprehensive income of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP

ASSETS
Property, plant and equipment
2,764,990
2,857,199
Right of perpetual usufruct
-
29,646
Rights to use an asset
175,419
-
Intangible assets, including:
440,822
458,158
- goodwill
139,344
140,713
Investment property
37,352
37,766
Non-current receivables
57,877
64,603
Investments in associates and jointly-controlled entities measured under the equity
5,616
5,556
method
Long-term financial assets
20,397
28,774
Deferred income tax assets
57,065
67,872
Total non-current assets
3,559,538
3,549,574
Inventory
421,780
438,518
Short-term financial assets
24,275
29,832
Income tax receivables
21,803
16,116
Trade and other receivables
649,517
595,163
Cash and cash equivalents
177,831
192,139
Non-current assets held for sale
790
790
Total current assets
1,295,996
1,272,558
Total assets
4,855,534
4,822,132
EQUITY AND LIABILITIES
Share capital
287,614
287,614
Share premium
470,846
470,846
Cash flow hedge reserve
2,934
3,115
Costs of hedging reserve
(1,266)
(4,625)
Actuarial gains
119
119
Other reserve capitals
78,521
78,521
Currency translation reserve
(74,573)
(63,242)
Retained earnings
1,207,621
1,126,491
Equity attributable to shareholders of the parent
1,971,816
1,898,839
Non-controlling interest
19
288
Total equity
1,971,835
1,899,127
Loans, borrowings and other debt instruments
1,584,372
1,340,742
Lease liabilities
114,936
17,623
Other non-current liabilities
108,157
112,631
Employee benefits reserve
11,824
11,851
Other provisions
76,755
79,080
Deferred income tax liability
65,677
74,828
Total non-current liabilities
1,961,721
1,636,755
Loans, borrowings and other debt instruments
96,108
291,924
Lease liabilities
22,584
5,917
Trade and other liabilities
642,173
761,467
Income tax liabilities
49,128
53,041
Employee benefits reserve
831
877
Other provisions
111,154
173,024
Total current liabilities
921,978
1,286,250
Total liabilities
2,883,699
2,923,005
30.06.2019 31.12.2018
Total equity and liabilities 4,855,534 4,822,132

The condensed consolidated statement of financial position of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP

01.01.-30.06.2019 01.01.-30.06.2018
Cash flows from operating activities
Net profit/(loss) for the period 80,861 172,809
Adjustments
Amortisation/depreciation 153,832 127,368
Recognition of impairment allowances 36,408 1,789
Foreign exchange (profit) /loss 6,282 (3,932)
(Profit) / loss on investment activities (143) (14,281)
(Profit) / loss on disposal of property, plant and equipment 107 (91)
Dividends and interest 24,928 12,243
Interest from lease liabilities 1,250 -
Income tax 33,174 50,272
(Profit) / loss on the settlement of construction contracts (caverns) (2,787) (1,971)
Share of (profit) / loss on equity accounted investees (763) (13)
Change in liabilities due to loan arrangement fee (226) (3,032)
Valuation of derivatives 14,927 28,048
Ineffective portion of hedge accounting 483 577
Other adjustments (926) (1,175)
Cash from operating activities before changes in working capital and provisions 347,096 368,611
Change in receivables (70,834) (63,796)
Change in inventory 15,335 (10,324)
Change in current liabilities (79,486) (47,508)
Change in provisions and employee benefits 2,015 780
Cash generated from operating activities 214,126 247,763
Interest paid (45,796) (18,520)
(Profit) / loss on the settlement of construction contracts (caverns) 8,782 9,047
Income tax (paid)/returned (68,810) (22,130)
Expenses for reserch (1,395) (4,342)
Net cash from operating activities 106,907 211,818
Cash flows from investment activities
Disposal of intangible assets and property, plant and equipment 1,055 2,531
Disposal of investment property - 14,000
Dividends received 736 345
Interest received 1,726 1,927
Subsidies received 1,695 1,349
Acquisition of intangible assets and property, plant and equipment (134,291) (190,525)
Acquisition of financial assets - (120)
Development expenditures - (17,830)
Expenditure on the purchase of emission rights (28,058) (21,242)
Other outflows - (32)
Net cash from investment activities (157,132) (209,597)
Cash flows from financial activities
Proceeds from loans and borrowings 301,667 167,488
Repayment of loans and borrowings (252,328) (171,465)
Payments of lease liabilities (11,480) (3,118)
Other financial outflows - (10)
Net cash from financial activities 37,859 (7,105)
Total net cash flows (12,366) (4,884)
Cash and cash equivalents as at the beginning of the period 192,139 489,754
Impact of foreign exchange differences (1,942) (1,642)
Cash and cash equivalents as at the end of the period 177,831 483,228

The condensed consolidated statement of cash flows of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.

CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP

Attributable to shareholders of the parent company
Share
capital
Share
premium
Cash flow hedge
reserve
Costs of
hedging
reserve
Other
reserve
capitals
Actuarial
gains
Currency
translation
reserve
Retained
earnings
Equity
attributable to
shareholders of
the parent
Non
controlling
interest
Total equity
01.01.2019 287,614 470,846 3,115 (4,625) 78,521 119 (63,242) 1,126,491 1,898,839 288 1,899,127
Total comprehensive income for
the period
- - (181) 3,359 - - (11,331) 81,130 72,977 (269) 72,708
Net profit / (loss) for the period - - - - - - - 81,130 81,130 (269) 80,861
Other comprehensive income - - (181) 3,359 - - (11,331) - (8,153) - (8,153)
30.06.2019 287,614 470,846 2,934 (1,266) 78,521 119 (74,573) 1,207,621 1,971,816 19 1,971,835
31.12.2017 287,614 470,846 10,021 - 78,521 311 (73,630) 1,413,913 2,187,596 (2,951) 2,184,645
Changes in accounting policies - - 2,408 (5,240) - - - (1,356) (4,188) - (4,188)
01.01.2018 287,614 470,846 12,429 (5,240) 78,521 311 (73,630) 1,412,557 2,183,408 (2,951) 2,180,457
Transactions with the owners - - - - - - - (395,249) (395,249) - (395,249)
Dividend - - - - - - - (395,249) (395,249) - (395,249)
Total comprehensive income for
the period
- - (29,657) (815) - - 18,191 172,492 160,211 519 160,730
Net profit / (loss) for the period - - - - - - - 172,492 172,492 317 172,809
Other comprehensive income - - (29,657) (815) - - 18,191 - (12,281) 202 (12,079)
30.06.2018 287,614 470,846 (17,228) (6,055) 78,521 311 (55,439) 1,189,800 1,948,370 (2,432) 1,945,938

The condensed statement of changes in consolidated equity of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semiannual condensed consolidated financial statements.

2. EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 2

2.1. BASIS FOR PREPARATION OF THE SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP

These semi-annual condensed consolidated financial statements were prepared in compliance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" as approved by the European Union and the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and on conditions for deeming equivalent information required by the law of a Non-Member State (Journal of Laws 2018.757 of 2018). These financial statements present the financial position of the CIECH Group as at 30 June 2019 and as at 31 December 2018, results of the Group's operations and cash flows for the period of 6 months ended 30 June 2019 and 30 June 2018, and were approved by the Management Board of CIECH S.A. on 10 September 2019.

These semi-annual condensed consolidated financial statements cover the financial statements of the parent company, CIECH S.A., and its significant subsidiaries, as well as interests in significant associates.

These semi-annual condensed consolidated financial statements were prepared under the assumption that the CIECH Group will continue as a going concern in the foreseeable future. As at the date of approval of these semi-annual condensed consolidated financial statements, no facts or circumstances are known that would indicate any threat to the Group continuing as a going concern.

The Management Board of CIECH S.A. represents that to the best of its knowledge these semi-annual consolidated financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of the CIECH Group's financial position and the results of operations. Furthermore, the Management Board of CIECH S.A. represents that the Directors' Report for the period of 6 months ended 30 June 2019 contains a true image of the Group's developments, achievements, and condition, including the description of major risks and threats.

Preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Management Board to make professional judgements, estimates and assumptions which affect the adopted principles and presented values of assets, equity and liabilities, income and expenses. The estimates and assumptions associated with them are based on historical accuracy and various other factors that are considered to be reasonable under the specific circumstances, and their results provide a basis for professional judgement about the value of assets and liabilities that are not directly apparent from other sources. Actual value may differ from the estimated value. The estimates and the underlying assumptions are reviewed on a continuous basis. Revisions of accounting estimates are recognised in the period in which the changes were made, only if it affects that period or the present and future in case they concern both the current and future periods. The Management Board's professional judgements which have a significant impact on the consolidated financial statements, and the estimates bearing a risk of significant changes in future years have been presented in items 2.2.1, 2.6, 2.7, 2.8, 2.13 hereof. During the current semi-annual period there were no significant revisions to the estimates presented in previous reporting periods.

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 to review the semi-annual condensed consolidated financial statements for the period from 1 January to 30 June 2019.

2.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH Group's accounting principles are described in the Consolidated Financial Statements of the CIECH Group for the year 2018, published on 25 July 2019. The aforementioned Financial Statement include detailed information regarding the principles and methods of valuation of assets, equity and liabilities and measurement of the financial result as well as the method of preparing the financial statements and comparative information. These principles have been applied on a continuous basis with relation to currently published data, the last annual financial statements and comparative data presented, except for IFRS 16 Leases and change in the manner of accounting for the disposal of inventories – from the FIFO method to the weighted average method.

2.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS

On 1 January 2019, the CIECH Group adopted a new financial reporting standard, IFRS 16 Leases.

IFRS 16 "Leases" was issued by the International Accounting Standards Board on 13 January 2016 and is effective for annual periods beginning on or after 1 January 2019. The CIECH Group had not elected to early adopt the standard and implemented the standard as of 1 January 2019. In accordance with the transitional provisions of IFRS 16, the new policies were adopted retrospectively: the cumulative impact of applying the new standard was accounted for as an adjustment to equity as at 1 January 2019. Accordingly, the comparative data for the financial year 2018 have not been restated (modified retrospective approach).

The standard has introduced a new definition of lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A contract conveys the right to control the use of an identified asset for a given period if, throughout the period of use, the customer has the right to both direct the use of the identified asset and obtain substantially all of the economic benefits from directing the use of the identified asset. As a practical expedient, entities are not required to reassess whether a contract is a lease at the date of initial application of the standard. Instead, the new definition may not be applied to contracts that were previously assessed as to whether they classified as leases in accordance with IAS 17 and IFRIC 4. If entities choose to apply the aforementioned expedient for the identification of contracts as leases, the new lease definition would apply only to contracts executed after 1 January 2019.

For lessees, IFRS 16 departs from the classification of leases into operating and finance leases and introduces a single model of accounting treatment, broadly equivalent to the existing accounting model used for finance leases. The lessees is required to recognise (a) assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value and (b) amortisation of the leased asset separately from interest on lease liability in the statement of profit or loss. IFRS 16's approach to lessor accounting is substantially unchanged from its predecessor, IAS 17. Lessors continue to classify leases as operating or finance leases, with each of them subject to different accounting treatment.

After the application of the new standard at the CIECH Group, previous operating leases and other contracts that contain a lease in accordance with the definition contained in IFRS 16 were recognised in the statement of financial position, which resulted in an increase in the balance sheet total (by reporting the right-of-use assets under fixed assets in the statement of financial position (as a separate item) with corresponding lease liabilities) and changed the classification of expenses in the statement of profit or loss (where lease expenses were replaced by depreciation and interest expense). Right-of-use assets are depreciated using the straight-line method, while the lease liabilities are settled using the appropriate interest rate.

The Group recognises lease liabilities related to agreements previously classified as operating leases in accordance with the requirements of IAS 17 Leases. These liabilities have been measured at the present value of lease payments outstanding at the start of application of IFRS 16, discounted using the Group's incremental borrowing rate as at 1 January 2019.

On initial recognition, lease payments included in the measurement of the lease liability include the following types of payments for the right to use the underlying asset during the lease term:

  • fixed lease payments net of any lease incentives,
  • variable lease payments that depend on market indices,
  • amounts expected to be payable under residual value guarantees,
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
  • lease termination penalties if the lessee is entitled to exercise the option to terminate the lease.

To calculate discount rates for the purposes of IFRS 16, the Group assumes that the discount rate should reflect the cost that it would have to pay to borrow the funds necessary to purchase the leased asset. The calculation of interest rates took account of credit risk (reflected in the margin assumed), economic conditions in which the transactions took place (country, currency of the contract) and the duration of the contract (preparation of calculations for the relevant periods within which the Group holds lease contracts). Interest rates range from 0.81% to 7.69% (for PLN 3.39%-5.74%; for EUR 0.81%-5.73% for USD 4.92%-7.12%; for RON 5.37%-7.69%). A single discount rate was applied to the entire contract portfolio.

In addition, the period of the lease payment projections applied referred previously only to the irrevocable lease term, whereas under IFRS 16, the lease term over which the lease liability is recognised also includes any periods resulting from an extension or early termination if any of the above scenarios is sufficiently certain in the entity's judgement. In the case of contracts with an extension option, the lease liability would be respectively higher, while termination options resulted in a reduction in the liability amount.

Moreover, the Group companies recognised the land perpetual usufruct right received free of charge on the basis of an administrative decision as an operating lease. Under IFRS 16, land perpetual usufruct right was treated as a lease, and the recognition of the assets held by the Group on this account would had, first and foremost, a significant impact on total assets.

The Group applies the simplifications for short-term leases and low-value asset leases provided for in the standard. It is assumed that assets whose unit value does not exceed approximately PLN 15 thousand, which corresponds to approximately USD 5 thousand, are low-value assets. Short-term leases are those whose term is shorter than 12 months.

IFRS 16 – Estimates and judgements

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:

  • assessing whether a contract contains a lease in accordance with IFRS 16,
  • determining the duration of contracts (including contracts with an indefinite term or with an extension option),
  • assessing lease payments as either fixed or variable,
  • determining the interest rate to be used in discounting future cash flows,
  • determining depreciation and amortisation rates.

With respect to contracts for an indefinite term, the Group, when estimating the irrevocable lease term, assumed the period in which it intends to use the underlying assets.

The effect of the implementation of IFRS 16 on the CIECH Group's consolidated financial statements as at 1 January 2019 is as follows (the amounts relate to newly recognized assets):

CIECH Group 01.01.2019
Right-of-use assets recognised 119,089
Lease liabilities recognised 119,089

In addition, the value of right-of-use assets was increased as a result of reclassification of perpetual usufruct rights to land in the amount of PLN 29,646 thousand and property, plant and equipment used under finance lease contracts in the amount of PLN 34,192 thousand.

CIECH Group
Right-of-use assets
Adjustment to
opening balance
Reclassification of
perpetual usufruct rights
and property, plant and
equipment
Land 32,919 29,646
Buildings, premises, civil and marine engineering structures 47,032 -
Machinery and equipment - 869
Vehicles 38,574 32,984
Other fixed assets 564 339
Value as at the beginning of the period 119,089 63,838

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):

CIECH S.A. 01.01.2019
Right-of-use assets recognised 32,518
Lease liabilities recognised 32,518
CIECH S.A.
Right-of-use assets
Adjustment to opening
balance
Buildings, premises, civil and marine engineering structures 31,616
Vehicles 902
Value as at the beginning of the period 32,518

A reconciliation of operating lease liabilities presented as at 31 December 2018 to lease liabilities recognised as at 1 January 2019 is presented below.

CIECH Group
Operating lease liabilities as at 31 December 2018 246,554
Short-term leases (2,040)
Low-value leases (216)
Extension and termination options that are likely to be exercised by the Company 1,645
Buy-back option for long-term contracts (235)
Change due to discount (126,619)
Amount of adjustment to lease liabilities as at 1 January 2019, following the implementation of IFRS 16 119,089

CIECH S.A.

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:

- land up to 96 years
- buildings, premises, civil and marine engineering structures 1-77 years
- vehicles 1-6 years
- other fixed assets 1-3 years

The effects of the implementation of IFRS 16 Leases on the CIECH Group's net profit or loss for the first half of 2019 are presented below.

CIECH Group 01.01.–30.06.2019 IFRS 16
Decrease in costs of taxes, charges and services 9,682
Increase in interest costs (unwinding of discount) (1,940)
Increase in amortisation and depreciation costs (8,275)
CIECH S.A. 01.01.–30.06.2019 IFRS 16
Decrease in costs of taxes, charges and services 2,716
Increase in interest costs (unwinding of discount) (578)
Increase in amortisation and depreciation costs (2,322)

The following table presents lease costs not included in the calculation of carrying amounts in accordance with IFRS 16 for the period:

01.01-30.06.2019
Costs of short-term leases (concluded for a period of up to 12 months), 2,811
Costs of lease of low-value assets, including: 447
CIECH S.A. 375
Costs related to variable lease payments not included in the measurement of lease liabilities 3,399

The CIECH Group intends to adopt amendments to the IFRS that are published but not effective as at the date of publication of this report in accordance with their effective date. The estimated impact of amendments and impact of new IFRSs on the consolidated financial statements of the CIECH Group was presented in the Consolidated Financial Statements of the CIECH Group for the year 2018, published on 25 July 2019.

2.3. FUNCTIONAL AND REPORTING CURRENCY

The Polish zloty (PLN) is the functional currency of the parent company, CIECH S.A., and the reporting currency of these consolidated financial statements. Unless stated otherwise, all financial data in these consolidated financial statements have been presented in thousands of Polish zlotys (PLN '000).

The functional currencies for the significant foreign subsidiaries are as follows: SDC Group, Ciech Group Financing AB and Proplan Plant Protection Company S.L. – EUR, CIECH Soda Romania S.A. – RON. For the purpose of conversion into PLN, the following foreign exchange rates determined on the basis of quotations announced by the National Bank of Poland ("NBP") have been applied for consolidation purposes:

NBP exchange rate as at the end day of the reporting period 30.06.20191 31.12.20182 EUR 4.2520 4.3000 RON 0.8976 0.9229 Average NBP rate for the reporting period 6 months ended 30.06.20193 6 months ended 30.06.20184 EUR 4.2880 4.2395 RON 0.9031 0.9104

1NBP's average foreign exchange rates table applicable as at 30 June 2019.

2NBP's average foreign exchange rates table applicable as at 31 December 2018.

3According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2019 to 30 June 2019.

4According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2018 to 30 June 2018.

2.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP

Seasonality associated with periodic demand and supply fluctuations has little impact on the CIECH Group general sales trends. Products clearly influenced by seasonality are crop protection chemicals. Most crop protection chemicals are used in the first half of the year, during the period of intensive plant growth. However, sales of these products take place mainly in the 4th quarter of the preceding year. For other products, the Group's revenues and financial results are not influenced by any significant seasonal fluctuations over the year.

2.5. CIECH GROUP'S SEGMENT REPORTING

The CIECH Group's operating segments are designated on the basis of internal reports related to the components of the Group and are regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance. Information for a given operating segment may include sales of products and goods also included in the core product range of other divisions. Such items, however, are not significant for those divisions' management accounting.

The Group financing is managed (including finance expenses and income with the exception of interest and exchange differences on trade receivables and liabilities) and income tax is calculated on the Group level and they are not allocated to particular segments.

The CIECH Group has been divided into the following geographical areas: Poland, European Union, Other European countries, Africa, Asia, Other regions. Information on the Group geographical areas is established based on the Group's assets location.

Reporting segments are identical to operating segments. Revenues and costs, assets and liabilities of segments are recognised and measured in a manner consistent with the method used in the consolidated financial statements.

Operational segments results are assessed by the CIECH S.A's Management Board on the basis of sales revenue, operating profit, level of EBITDA and adjusted EBITDA.

EBITDA should be viewed as a supplement not as a substitute for the business performance presented in accordance with IFRS.

EBITDA is a useful ratio of the ability to incur and service debt. EBITDA and adjusted EBITDA levels are not defined by the IFRS and can be calculated in a different manner by other entities. The reconciliation and definitions applied by the CIECH Group when determining these measures are presented below.

01.01.-30.06.2019 01.01.-30.06.2018
Net profit/(loss) on continuing operations 80,861 172,809
Income tax 33,174 50,272
Share of profit / (loss) of equity-accounted investees (763) (13)
Financial expenses 35,162 24,525
Financial income (3,808) (21,316)
Amortisation/depreciation 153,832 127,368
EBITDA on continued operations 298,458 353,645
01.01.-30.06.2019 01.01.-30.06.2018
EBITDA on continued operations 298,458 353,645
One-offs including: 36,832 (13,929)
Impairment (a) 36,407 (284)
Cash items (b) 2,212 (14,901)
Non-cash items (without impairment) (c) (1,787) 1,256
Adjusted EBITDA from continuing operations 335,290 339,716

(a) Impairment losses are associated with the recognition/reversal of impairment losses on assets.

(b) Cash items include, among others, gain/loss of the sale of property, plant and equipment and other items (including costs associated with discontinued operations, fees and compensations).

(c) Non-cash items include: fair value measurement of investment properties, costs of liquidation of inventories and property, plant and equipment, the costs of suspended investments, environmental provisions, provisions for liabilities and compensation, costs of unused production capacity and other items (including extraordinary costs and other provisions).

Additional information on adjustments has been presented under tables presenting the consolidated statement of profit or loss by operating segments.

OPERATING SEGMENTS OF THE CIECH GROUP

Revenue and costs data as well as assets, equity and liabilities data of particular CIECH Group operating segments for periods disclosed in statements are presented in the tables below:

OPERATING SEGMENTS
01.01.-30.06.2019
Soda
segment
Organic
segment
Silicates and
glass segment
Transport
segment
Other operations
segment
Corporate
functions -
reconciliation item
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 1,241,364 473,375 123,785 5,810 53,016 - - 1,897,350
Revenue from inter-segment transactions 32,044 180 133 64,618 19,861 - (116,836) -
Total sales revenues 1,273,408 473,555 123,918 70,428 72,877 - (116,836) 1,897,350
Cost of sales (957,196) (383,614) (92,369) (65,154) (56,073) - 63,098 (1,491,308)
Gross profit /(loss) on sales 316,212 89,941 31,549 5,274 16,804 - (53,738) 406,042
Selling costs (120,695) (45,933) (16,643) (2,272) (5,863) (406) 55,379 (136,433)
General and administrative expenses (38,318) (17,659) (3,273) (1,987) (2,743) (41,224) 1,312 (103,892)
Result on management of receivables (165) 350 3 (6) 186 - - 368
Result on other operating activities (11,745) (9,045) 262 (15) 2,939 (201) (3,654) (21,459)
Operating profit /(loss) 145,289 17,654 11,898 994 11,323 (41,831) (701) 144,626
Exchange differences and interest on trade settlements (5,976) (248) (71) (52) (194) - - (6,541)
Group borrowing costs - - - - - (24,386) - (24,386)
Result on financial activity (non-attributable to segments) - - - - - (427) - (427)
Share of profit / (loss) of equity-accounted investees 763 - - - - - - 763
Profit /(loss) before tax 140,076 17,406 11,827 942 11,129 (66,644) (701) 114,035
Income tax - - - - - - - (33,174)
Net profit /(loss) for the period - - - - - - - 80,861
Amortization/depreciation 109,857 20,778 10,488 7,486 784 4,439 - 153,832
EBITDA 255,146 38,432 22,386 8,480 12,107 (37,392) (701) 298,458
Adjusted EBITDA* 292,254 38,578 22,547 8,458 10,432 (37,489) 510 335,290

*Adjusted EBITDA for the 6-month period ended 30 June 2019 is calculated as EBITDA adjusted for untypical one-off events: fortuitous events: PLN -1.9 million; change in provisions: PLN 1.8 million; impairment losses: PLN -36.4 million; other: PLN -0.3 million.

OPERATING SEGMENTS
01.01.-30.06.2018
Soda
segment
Organic
segment
Silicates and
glass segment
Transport
segment
Other operations
segment
Corporate
functions -
reconciliation item
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 1,189,306 425,334 120,207 6,931 77,397 - - 1,819,175
Revenue from inter-segment transactions 26,985 1,446 81 65,491 11,415 - (105,418) -
Total sales revenues 1,216,291 426,780 120,288 72,422 88,812 - (105,418) 1,819,175
Cost of sales (875,573) (356,670) (91,914) (64,167) (73,132) - 56,536 (1,404,920)
Gross profit /(loss) on sales 340,718 70,110 28,374 8,255 15,680 - (48,882) 414,255
Selling costs (125,107) (35,224) (15,843) (2,096) (2,704) (970) 47,858 (134,086)
General and administrative expenses (28,370) (12,522) (2,529) (2,251) (2,792) (32,363) 1,478 (79,349)
Result on management of receivables (36) 722 (4) (226) 222 64 - 742
Result on other operating activities 14,776 (5,490) (1,413) (264) 15,636 1,759 (289) 24,715
Operating profit /(loss) 201,981 17,596 8,585 3,418 26,042 (31,510) 165 226,277
Exchange differences and interest on trade settlements (41) (11,990) 292 (216) (955) - - (12,910)
Group borrowing costs - - - - - (14,548) - (14,548)
Result on financial activity (non-attributable to segments) - - - - - 24,249 - 24,249
Share of profit / (loss) of equity-accounted investees 13 - - - - - - 13
Profit /(loss) before tax 201,953 5,606 8,877 3,202 25,087 (21,809) 165 223,081
Income tax - - - - - - - (50,272)
Net profit /(loss) for the period - - - - - - - 172,809
Amortization/depreciation 96,634 14,313 9,628 2,902 1,380 2,511 - 127,368
EBITDA 298,615 31,909 18,213 6,320 27,422 (28,999) 165 353,645
Adjusted EBITDA* 301,081 31,865 18,303 6,519 13,231 (31,448) 165 339,716

*Adjusted EBITDA for the 6-month period ended 30 June 2018 is calculated as EBITDA adjusted for untypical one-off events: disposal of non-financial assets – PLN 14.5 million; fines and compensations: PLN 2.5 million; fortuitous events: PLN -1.7 million; change in provisions: PLN -1.1 million; other: PLN -0.3 million.

ASSETS AND LIABILITIES BY OPERATING SEGMENTS

ASSETS LIABILITIES
30.06.2019 31.12.2018 30.06.2019 31.12.2018
Soda segment 2,917,167 2,952,682 208,589 279,805
Organic segment 960,495 906,909 108,394 145,097
Silicates and glass segment 154,172 154,512 24,070 25,211
Transport segment 111,741 69,314 10,813 12,319
Other operations segment 77,399 50,298 26,398 30,272
Corporate functions - reconciliation item 697,908 732,298 2,567,133 2,475,134
Eliminations (consolidation adjustments) (63,348) (43,881) (61,698) (44,833)
TOTAL 4,855,534 4,822,132 2,883,699 2,923,005

INFORMATION ON GEOGRAPHICAL AREAS

ASSETS DIVIDED ON
GEOGRAPHICAL REGIONS
Non-current assets
other than financial
instruments
Deferred income tax
assets
Other assets Total assets
30.06.2019
Poland 2,275,372 57,065 951,735 3,284,172
European Union (excluding Poland) 1,219,611 - 270,167 1,489,778
Other European countries - - 16,679 16,679
Africa - - 9,322 9,322
Asia - - 45,840 45,840
Other regions - - 9,743 9,743
TOTAL 3,494,983 57,065 1,303,486 4,855,534
31.12.2018
Poland 2,221,115 67,872 829,814 3,118,801
European Union (excluding Poland) 1,244,721 - 338,863 1,583,584
Other European countries - - 44,549 44,549
Africa - - 12,699 12,699
Asia - - 62,142 62,142
Other regions - - 357 357
TOTAL 3,465,836 67,872 1,288,424 4,822,132

SALES REVENUES – GEOGRAPHICAL STRUCTURE OF MARKETS

01.01.-30.06.2019 01.01.-30.06.2018 Dynamics 2019/2018
Poland 776,265 713,850 8.7%
European Union (excluding Poland) 857,612 785,938 9.1%
Germany 344,449 333,381 3.3%
Romania 80,086 67,467 18.7%
Czech Republic 78,771 71,881 9.6%
Italy 47,054 44,264 6.3%
The Netherlands 53,760 55,648 (3.4%)
Finland 29,524 34,078 (13.4%)
Sweden 22,647 40,721 (44.4%)
Belgium 14,367 15,368 (6.5%)
United Kingdom 24,187 24,341 (0.6%)
Denmark 20,130 11,941 68.6%
Spain 37,183 4,726 686.8%
Austria 18,878 12,856 46.8%
France 9,744 6,753 44.3%
Luxembourg 11,402 10,684 6.7%
Lithuania 8,034 8,387 (4.2%)
01.01.-30.06.2019 01.01.-30.06.2018 Dynamics 2019/2018
Other EU countries 57,396 43,442 32.1%
Other European Countries 77,189 136,848 (43.6%)
Switzerland 8,723 66,017 (86.8%)
Norway 23,244 19,142 21.4%
Russia 3,073 8,589 (64.2%)
Other European countries 42,149 43,100 (2.2%)
Africa 50,820 30,843 64.8%
Asia 103,267 121,973 (15.3%)
India 51,157 67,646 (24.4%)
Singapore 106 7,854 (98.7%)
Bangladesh 19,202 7,726 148.5%
Hong Kong 12,234 7,715 58.6%
Turkey 9,600 12,908 (25.6%)
Other Asian countries 10,968 18,124 (39.5%)
Other regions 23,703 17,721 33.8%
Cash flow hedge adjustment 8,494 12,002 (29.2%)
TOTAL 1,897,350 1,819,175 4.3%

At the CIECH Group, sales revenues are recognized upon the provision of services or delivery of products or goods.

2.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS

In the first half of 2019 and in the second quarter of 2019, the following changes in provisions and impairment allowances on assets were recognised in the consolidated financial statements of the CIECH Group.

PROVISIONS FOR EMPLOYEE BENEFITS Opening
balance
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
01.01.-30.06.2019
Long-term 11,851 139 (114) (52) 11,824
Short-term 877 136 (160) (22) 831
01.01.-30.06.2018 - - - - -
Long-term 10,789 217 (49) 199 11,156
Short-term 968 84 (382) - 670
01.04.-30.06.2019
Long-term 11,839 46 (15) (46) 11,824
Short-term 748 115 (29) (3) 831
01.04.-30.06.2018 - - - - -
Long-term 10,929 104 (37) 160 11,156
Short-term 717 48 (95) - 670

In addition, 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), a bonus pool will be 12% of the Generated Value. The bonus pool will be paid out in 2022-2024, in equal parts each year. As at 30 June 2019, 494 units were granted out of 1000 units issued, and the discounted value of the programme for the first half of 2019 amounted to PLN 9,856 thousand (including value attributable to CIECH S.A. that amounted to PLN 9,058 thousand). The liabilities were measured by the Group using a discount rate of 3.53%.

CHANGE IN OTHER LONG-TERM PROVISIONS Opening
balance
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
01.01.-30.06.2019
Provision for liabilities and expected losses 3,286 - (2,013) - 1,273
Provision for environmental protection 75,794 - - (312) 75,482
TOTAL 79,080 - (2,013) (312) 76,755
01.01.-30.06.2018 - - - - -
Provision for liabilities and expected losses 1,047 - - 6,500 7,547
Provision for environmental protection 70,765 - (91) 3,180 73,854
TOTAL 71,812 - (91) 9,680 81,401
01.04.-30.06.2019
Provision for liabilities and expected losses 1,273 - - - 1,273
Provision for environmental protection 76,034 - - (552) 75,482
TOTAL 77,307 - - (552) 76,755
01.04.-30.06.2018 - - - - -
Provision for liabilities and expected losses 7,547 - - - 7,547
Provision for environmental protection 71,375 - (229) 2,708 73,854
TOTAL 78,922 - (229) 2,708 81,401
CHANGE IN OTHER SHORT-TERM PROVISIONS Opening
balance
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
01.01.-30.06.2019
Provision for liabilities and expected losses 170,495 6,509 (68,000) (124) 108,880
Provision for environmental protection 2,311 - (832) (3) 1,476
Provision for bonuses - - - - -
Provision for restructuring 218 - (33) - 185
Other provisions - - - 613 613
TOTAL 173,024 6,509 (68,865) 486 111,154
01.01.-30.06.2018 - - - - -
Provision for liabilities and expected losses 76,307 2,415 (830) (5,100) 72,792
Provision for environmental protection 951 116 (938) 3 132
Provision for bonuses 610 - (335) (5) 270
Other provisions 28 - - 322 350
TOTAL 77,896 2,531 (2,103) (4,780) 73,544
01.04.-30.06.2019
Provision for liabilities and expected losses 173,168 3,656 (67,820) (124) 108,880
Provision for environmental protection 2,062 - (586) - 1,476
Provision for bonuses - - - - -
Provision for restructuring 218 - (33) - 185
Other provisions - - - 613 613
TOTAL 175,448 3,656 (68,439) 489 111,154
01.04.-30.06.2018 - - - - -
Provision for liabilities and expected losses 70,545 1,627 (507) 1,127 72,792
Provision for environmental protection 744 116 (731) 3 132
Provision for bonuses 611 - (335) (6) 270
Other provisions 30 - - 320 350
TOTAL 71,930 1,743 (1,573) 1,444 73,544

The utilisation of the provision in the amount of PLN 67,820 thousand relates mainly to the payment of a tax liability together with overdue interest on CIT for 2012 in the amount of PLN 66,400 thousand (for more information on the tax audit, see Note 2.13 hereto).

Opening Other changes
CHANGE IN IMPAIRMENT Opening balance Recognition Use and (including Closing
ALLOWANCES balance adjustment* reversal exchange
differences)
balance
01.01.-30.06.2019
Property, plant and equipment 3,390 - 36,707 - (577) 39,520
Intangible assets, including: 460,216 - - - (6,094) 454,122
Goodwill 414,383 - - - (5,635) 408,748
Long-term receivables 1,441 - - (111) (16) 1,314
Long-term financial assets 1,343 - - - - 1,343
Inventories 40,695 - 4,236 (11,258) (174) 33,499
Short-term financial assets 27,953 - - - - 27,953
Trade and other receivables 58,991 - 1,787 (5,058) 573 56,293
Cash and cash equivalents 142 - 35 (28) (9) 140
TOTAL 594,171 - 42,765 (16,455) (6,297) 614,184
01.01.-30.06.2018
Property, plant and equipment 6,981 - 2 - (182) 6,801
Intangible assets, including: 445,791 - - - 19,515 465,306
Goodwill 402,416 - - - 17,679 420,095
Long-term receivables - 1,531 - (64) 68 1,535
Long-term financial assets 1,343 - - - - 1,343
Inventories 37,987 - 1,633 (4,448) 935 36,107
Short-term financial assets 24,532 - 2,087 - - 26,619
Trade and other receivables 44,613 5,143 16,303 (1,596) 1,001 65,464
Cash and cash equivalents - 571 26 (328) 3 272
TOTAL 561,247 7,245 20,051 (6,436) 21,340 603,447
01.04.-30.06.2019
Property, plant and equipment 3,251 - 36,655 - (386) 39,520
Intangible assets, including: 458,753 - - - (4,631) 454,122
Goodwill 412,906 - - - (4,158) 408,748
Long-term receivables 1,329 - - 1 (16) 1,314
Long-term financial assets 1,343 - - - - 1,343
Inventories 37,633 - 2,652 (6,751) (35) 33,499
Short-term financial assets 27,953 - - - - 27,953
Trade and other receivables 56,525 - 815 (878) (169) 56,293
Cash and cash equivalents 114 - 35 (9) 140
TOTAL 586,901 - 40,157 (7,628) (5,246) 614,184
01.04.-30.06.2018
Property, plant and equipment 6,870 - - - (69) 6,801
Intangible assets, including: 449,644 - - - 15,662 465,306
Intangible assets excluding
goodwill 43,739 - - - 1,472 45,211
Goodwill 405,905 - - - 14,190 420,095
Long-term receivables 1,610 - (67) (64) 56 1,535
Long-term financial assets 1,343 - - - - 1,343
Inventories 37,259 - 1,340 (2,728) 236 36,107
Short-term financial assets 24,532 - 2,087 - - 26,619
CHANGE IN IMPAIRMENT
ALLOWANCES
Opening
balance
Opening
balance
adjustment*
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
Trade and other receivables 49,602 - 15,220 (482) 1,124 65,464
Cash and cash equivalents 248 - 24 - - 272
TOTAL 571,108 - 18,604 (3,274) 17,009 603,447

*IFRS 9 implementation adjustment.

Detailed information on significant write-offs

In connection with the existing probability of production suspension by the subsidiary CIECH Soda Romania S.A., which is the result of the cessation of process steam supply by its supplier, S.C. CET Govora S.A., the CIECH Group has assessed the circumstances indicating impairment of assets. The analysis was based on possible scenarios:

  1. Scenario 1 assuming an agreement between CIECH Soda Romania S.A. and S.C. CET Govora S.A. as for the price level of the steam - the probability of scenario implementation is 50%.

  2. Scenario 2 assuming no agreement between CIECH Soda Romania S.A. and S.C. CET Govora S.A. as to the level of the steam price and thus the production suspension by the subsidiary - the scenario probability is 50%.

Estimates of recoverable value were made in accordance with IAS 36 "Impairment of assets", then write -offs on property, plant and equipment were recognized in the financial statements. The recoverable amount was estimated based on the probability of implementation of each of the scenarios described above, i.e.

  • based on the value in use in Scenario 1 value in use was calculated on the basis of five-year plans prepared by the Group for the subsidiary CIECH Soda Romania S.A. The model assumes the continuation of production and obtaining in negotiations with S.C. CET Govora S.A. the maximum process steam price accepted by CIECH Soda Romania S.A. allowing for economically profitable production. Weighted average cost of capital was 11.1% for cash flows in RON, 10.5% for cash flows in USD, and 9.2% for cash flows in EUR.
  • on the basis of fair value less costs to sell, in the case of Scenario 2 the basis was taken as income from the sale of assets or the net value of fixed assets owned by the Company as at the date of termination of operations. The value of property, plant and equipment was determined depending on the group of assets under consideration.

The following assumptions were used to measure value of individual groups of fixed assets:

  • for land, the value from market valuations was adopted as the selling price,
  • in the case of fixed assets and fixed assets under construction that could potentially be used in other companies of the CIECH Group and relocated there - the book value was adopted,
  • in the case of means of transport and other fixed assets, it was assumed that the book value corresponds to the market value,
  • in relation to other fixed assets not included above, the selling price was the scrap price minus dismantling costs.

The value of the write-off (impact on the operating result for the period from 1 January to 30 June 2019 recognized as other operating costs) based on the above assumptions was PLN 36, 655 thousand. If scenario 1 is implemented, there will be no impairment of fixed assets. In the case of implementation of scenario 2, the impairment loss would be higher by PLN 36,655 thousand.

The amount of the write-off was appropriately allocated to the results of operating segments in which CIECH Soda Romania S.A. conducts its operational activities. The impact on operating results of individual segments was:

    1. Soda segment: PLN 35,407 thousand,
    1. Silicates and glass segment: PLN 1, 248 thousand.

2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY

The main components of tax expense include:

THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) 01.01.-30.06.2019 01.01.-30.06.2018
Current income tax (33,695) (22,292)
Deferred tax 521 (27,980)
INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS (33,174) (50,272)

Deferred income tax is attributable to the following items:

DEFERRED INCOME TAX ASSETS AND DEFERRED
INCOME TAX LIABILITY
30.06.2019 31.12.2018
Total asset Total
liability
Net value Total asset Total
liability
Net value
Property, plant and equipment 1,742 155,026 (153,284) 1,664 151,728 (150,064)
Intangible assets 7,005 25,008 (18,003) 8,005 25,334 (17,329)
Right of perpetual usufruct - 4,968 (4,968) - 5,003 (5,003)
Investment property 1,043 1,558 (515) 1,043 1,555 (512)
Financial assets 557 8,809 (8,252) 646 13,899 (13,253)
Inventory 1,532 2,114 (582) 2,645 1,916 729
Trade and other receivables 4,670 3,350 1,320 4,869 23,445 (18,576)
Provisions for employee benefits 2,412 - 2,412 2,455 3 2,452
Other provisions 18,216 1,450 16,766 17,067 - 17,067
Tax losses carried forward 41,573 - 41,573 43,521 - 43,521
Foreign exchange differences 2,387 213 2,174 2,492 281 2,211
Liabilities 35,740 - 35,740 52,921 62 52,859
Special economic zone 112,988 - 112,988 131,278 - 131,278
Other 1,141 44 1,097 161 12,003 (11,842)
Cash and cash equivalents 102 - 102 103 - 103
Deferred tax assets/liability 231,108 202,540 28,568 268,870 235,229 33,641
Set - off of deferred tax assets/ liability (136,863) (136,863) - (160,401) (160,401) -
Unrecognized deferred tax assets (37,180) - (37,180) (40,597) - (40,597)
Deferred tax assets/liability recognised in the
statement of financial position
57,065 65,677 (8,612) 67,872 74,828 (6,956)

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 the Parent Company 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.

2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS

2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

As at 30 June 2019, the CIECH Group held the following types of financial instruments measured at fair value:

  • futures contracts for the purchase of CO2 certificates concluded by CIECH Soda Polska S.A., hedging the cost of purchase of CO2 units in 2019 — Level 1, according to the fair value hierarchy,
  • concluded by the parent company, CIECH S.A.: interest rate swap contracts, CIRS (currency and interest rate swap) contract EUR/PLN — Level 2, according to the fair value hierarchy,
  • isolated option instruments (acquired call options) embedded in the gas supply contract concluded by CIECH Energy Deutschland GmbH on 1 August 2016, hedging the cost of gas purchased in 2016–2020 — Level 2, according to the fair value hierarchy,
  • currency forwards EUR/PLN, USD/RON and RON/PLN concluded by CIECH S.A. Level 2, according to the fair value hierarchy.

In the first half of 2019, there were no transfers within the fair value hierarchy of instruments measured at fair value. There were no changes in the classification of financial instruments, or in business conditions that could affect the fair value of financial assets or liabilities.

As compared to the previous reporting period, the CIECH Group has not made any changes in methods of measurement of financial instruments held. The descriptions of methods of measurement to fair value was presented in item 8.4 of the Consolidated Financial Statements of the CIECH Group for 2018, published on 25 July 2019.

In the consolidated financial statements, all financial instruments concluded – except for two currency forwards, EUR/PLN and RON/PLN (concluded in the first half of 2019), and one of the CIRS contracts – were designated for hedge accounting, and details of the designation were presented in item 8.2 of the Consolidated Financial Statements of the CIECH Group for 2018, published on 25 July 2019.

In the separate financial statements, all financial instruments, except for CIRS contracts and two currency forwards: EUR/PLN and RON/PLN (concluded in the first half of 2019), were designated for hedge accounting, and details of the designation were presented in item 8.2 of the CIECH S.A.'s Financial Statements for 2018, published on 26 March 2019.

Fair value of derivative instruments and embedded instruments

Cash and cash
equivalents
Long-term
financial assets
Short-term
financial assets
Other long-term
liabilities
Trade and
other
liabilities
TOTAL
30.06.2019
IRS EUR - 26 - (423) (596) (993)
IRS PLN - 882 25 (549) (20) 338
CIRS - 6,581 14,837 (24,614) (1,673) (4,869)
Forward EUR/PLN - - 3,517 - - 3,517
Forward USD /RON, RON/PLN - - - - (579) (579)
Embedded derivatives - - 4,095 - - 4,095
Futures 22,225 - - - - 22,225
TOTAL 22,225 7,489 22,474 (25,586) (2,868) 23,734
31.12.2018
IRS EUR - - - (282) (474) (756)
CIRS - 11,859 15,517 (37,899) (5,047) (15,570)
Forward EUR/PLN - - 543 - (218) 325
Forward USD /RON - - - - (848) (848)
Embedded derivatives - 4,007 11,972 - - 15,979
Futures 22,756 - - - - 22,756
TOTAL 22,756 15,866 28,032 (38,181) (6,587) 21,886

2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

The CIECH Group has taken out term and revolving credit facilities whose book value, as at 30 June 2019, was PLN 1,680,480 thousand, and whose fair value amounted to PLN 1,687,067 thousand (Level 2 of fair value hierarchy). The Group concluded that the fair value of the loans taken out does not differ significantly from their nominal value due to the fact that these loans carry variable interest rates. In the case of the remaining financial instruments held by the CIECH Group (classified mainly as cash and cash equivalents, loans and receivables, financial liabilities measured at amortised cost other than loans and bonds and financial liabilities excluded from the scope of IFRS 9), the fair value is close to the book value.

2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT

In the period from 1 January to 30 June 2019, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:

01.01.-30.06.2019 Land Buildings,
premises, civil
and marine
engineering
structures
Machinery
and
equipment
Vehicles Other fixed
assets
Property,
plant and
equipment
under
construction
TOTAL
Wartość brutto rzeczowych
aktywów trwałych na początek
okresu
82,164 1,258,088 3,131,875 115,384 53,975 400,455 5,041,941
Purchase 1,016 721 7,456 1,420 1,147 122,753 134,513
Reclassifications - 17,110 32,212 (36,137) 666 (68,265) (54,414)
Capitalised borrowing costs - - - - - 4,194 4,194
Foreign exchange differences (1,156) (4,218) (14,902) (481) (197) (3,837) (24,791)
Sale - - (173) (1,424) (101) - (1,698)
Liquidation - (128) (5,110) (173) (116) - (5,527)
Other - (2,305) (3,054) - - (38) (5,397)
Gross value of property, plant and
equipment at the end of the period
82,024 1,269,268 3,148,304 78,589 55,374 455,262 5,088,821
01.01.-30.06.2018
Wartość brutto rzeczowych
aktywów trwałych na początek
okresu
79,737 1,154,203 2,919,663 107,552 46,055 342,673 4,649,883
Purchase - 7,148 10,154 1,295 1,823 143,651 164,071
Reclassifications - 42,097 38,182 (444) 3,430 (103,296) (20,031)
Capitalised borrowing costs - - - - - 3,015 3,015
Foreign exchange differences 3,586 10,708 42,557 826 506 5,869 64,052
Sale - - (1,630) (39) - - (1,669)
Liquidation - (945) (1,462) (74) (1,237) - (3,718)
Gross value of property, plant and
equipment at the end of the period
83,323 1,213,211 3,007,464 109,116 50,577 391,912 4,855,603

Purchases of property, plant and equipment were made with own financial resources. As at 30 June 2019, commitments to purchase property, plant and equipment amounted to PLN 123,637 thousand (PLN 76,173 thousand as at 31 December 2018).

The increase in the value of property, plant and equipment is related to investment projects carried out in the CIECH Group, mainly in the production companies of the Group. The most significant item under "reclassifications" is the transfer of leased vehicles to the group of right-of-use assets in connection with the implementation of IFRS 16.

2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS

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 statement of financial position.

All information concerning the financing conditions, which results from the agreements and arrangements with the banks, has been presented in the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2018, published on 25 July 2019.

2.11. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES

Transactions between the parent, CIECH S.A., and its subsidiaries were eliminated during consolidation and have not been presented in this note.

Detailed information about transactions between the CIECH Group and other related entities (i.e. companies controlled by the parent company at the highest level in relation to CIECH S.A. — Kulczyk Investments S.A. and non-consolidated companies of the CIECH Group) is presented below:

TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED PARTIES 01.01.-30.06.2019 01.01.-30.06.2018
Revenues from sales of products and services 2,025 2,111
Revenues from sales of goods and materials 34,425 56,917
Other operating income 11 -
Financial income 24 232
Purchase of services, including: 17,588 20,947
KI One S.A. 45 425
Other operating expenses 1 343
Financial expenses 177 99
30.06.2019 31.12.2018
Receivables 11,798 14,695
Impairment losses on receivables and loans - 2
Liabilities, including: 2,552 5,370
KI One S.A. - 1,071

Terms of transactions with related parties

CIECH Group's companies, to the best of their knowledge and belief, did not conclude significant transactions on the terms other than market ones. Sales to and purchases from related entities are realised at market prices that reflect market conditions. Overdue liabilities and receivables are not secured and are settled in cash or by set-off.

In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with members of the CIECH Group.

2.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP

In the presented period, the CIECH Group companies did not issue, redeem or repay any debt or equity securities.

2.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES

30.06.2019 31.12.2018
Contingent assets 37,746 22,060
Other contingent receivables* 37,746 22,060
Contingent liabilities 645,156 522,544
Guarantees and sureties granted** 545,422 421,130
Other*** 99,734 101,414

* Including:

  • Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów Sp. z o.o. with its registered office in Człuchów.
  • As at 30 June 2019, a contingent asset recognised by CIECH Soda Polska S.A. amounted to PLN 18,882 thousand – it is the value of energy efficiency certificates received from the President of the Energy Regulatory Office in 2017 and 2019 that have not been recorded yet in the account kept by the Polish Power Exchange.

** Including:

  • guarantee granted up to the amount of 125% of liability related to term loan in the amount of PLN 1,212,520 thousand and revolving loan in the amount of PLN 250,000 thousand – contingent liability in the amount of PLN 365,630 thousand,
  • guarantee granted up to the amount of 125% of liability related to term loan in the amount of EUR 30,000 thousand – contingent liability in the amount of PLN 31,890 thousand,
  • guarantee granted up to the amount of 125% of liability related to short-term loan in the amount of PLN 50,000 thousand – contingent liability in the amount of PLN 12,500 thousand,
  • guarantee granted up to the amount of 125% of liability related to short-term loan in the amount of EUR 10,000 thousand – contingent liability in the amount of PLN 10,630 thousand.
  • guarantee granted up to the amount of 125% of liability related to revolving loan in the amount of EUR 25,000 thousand – contingent liability in the amount of PLN 26,575 thousand,
  • guarantee granted up to the amount of 125% of liability related to revolving loan in the amount of PLN 300,000 thousand – contingent liability in the amount of PLN 75,000 thousand.
  • guarantee granted up to the amount of 125% of liability related to revolving loan in the amount of PLN 92,788 thousand – contingent liability in the amount of PLN 23,197 thousand.

*** Including mainly:

  • contingent liability in the SDC Group relating to environmental protection in the amount of PLN 15,486 thousand (EUR 3,642 thousand),
  • contingent liability in CIECH Soda Polska S.A. regarding environmental penalty fees in the amount of PLN 36,320 thousand,
  • contingent liabilities in CIECH Soda Polska S.A. resulting from blank promissory notes for the National Fund for Environmental Protection and Water Management relating to grants received in the amount of PLN 19,898 thousand,
  • contingent liabilities in CIECH Sarzyna S.A. resulting from a grant received for developing and testing a group of agro-chemical preparations in the amount of PLN 14,645 thousand,
  • contingent liabilities in CIECH R&D Sp. z o.o. resulting from promissory notes relating to subsidies received for investment projects aimed at developing and optimising production processes in the amount of PLN 13,385 thousand.

As at 30 June 2019, contingent liabilities amounted to PLN 645,156 thousand and increased as compared to 31 December 2018 by PLN 122,612 thousand. The change resulted mainly from an increase in liabilities on account of loans covered by guarantees.

Other guarantees and sureties granted are described in item 9.2 of the Consolidated Financial Statements of the CIECH Group for 2018.

Audits of tax settlements at the CIECH Group

In 2019, tax authorities carried out tax audits or tax proceedings in the companies of the CIECH Group with respect to CIT and VAT settlements.

The CIECH Group companies were subject to CIT audits/proceedings concerning the following years:

  • a) 2012 at CIECH S.A.
  • b) 2013 at CIECH S.A.
  • c) 2015 at CIECH Soda Polska S.A.

– at CIECH Pianki Sp. z o.o.

  • at CIECH Cargo Sp. z o.o.
  • at CIECH Sarzyna S.A.
  • at CIECH Vitrosilicon S.A.

d) 2016 – at CIECH Sarzyna 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 (PLN 43.7 million of tax liability and PLN 22.7 million of interest due). CIECH S.A. appealed against the decision of the Second Instance to the Provincial Administrative Court in Cracow. The trial date before the Provincial Administrative Court was set for 25 September 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 supplementary capital of CIECH Soda Deutschland GmbH & Co. KG. Moreover, the authority is of the opinion that the fee for the CIECH S.A. 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 Provincial Administrative Court issued its judgement on 6 June 2019. It complied with the CIECH S.A. appeal, repealing the decision of the Second Instance. As regards trademark fees, the Court ruled that they should be treated as tax costs. As regards the costs of consulting and financing of CIECH Soda Deutschland, the Court adjudicated that said costs could not constitute tax costs. After receipt of a written justification, the company appealed to the Supreme Administrative Court in September 2019.

CIT audit for 2015 at CIECH Soda Polska S.A. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 10 October 2016. On 7 March 2017, the tax office issued the tax audit report. The irregularities found result primarily from the fact that the auditors challenged the company's right to settle the loss from participation in a partnership – as was the case for CIECH Pianki Sp. z o.o., CIECH Cargo Sp. z o.o., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A. The company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Soda Polska S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First Instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 3.9 million. The company appealed against said decision. On 9 September 2019 the company received a Second Instance decision issued by the Director of The Tax Administration Chamber in Bydgoszcz, in which the Director upheld the findings of the First Instance decision. The decision issued by the Second Instance is due. Therefore, the company is obliged to pay overdue tax in the amount of PLN 3.9 million (the tax base questioned by the authority is PLN 20.4 million) plus interest due. The company intends to appeal against the Second Instance decision to the Provincial Administrative Court.

CIT audit for 2015 at CIECH Pianki Sp. z o.o. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 22 November 2016. On 3 March 2017, the tax office issued the tax audit report. As was the case for CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership.

The company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Pianki S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First Instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 2.6 million. The company appealed against said decision. On 9 September 2019 the company received a Second Instance decision issued by the Director of The Tax Administration Chamber in Bydgoszcz, in which the Director upheld the findings of the First Instance decision. The decision issued by the Second Instance is due. Therefore, the company is obliged to pay overdue tax in the amount of PLN 2.6 million (the tax base questioned by the authority is PLN 13.8 million) plus interest due. The company intends to appeal against the Second Instance decision to the Provincial Administrative Court.

CIT audit for 2015 at CIECH Cargo Sp. z o.o. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 23 January 2017. On 14 June 2017, the tax office issued the tax audit report. As was the case for CIECH Pianki Sp. z o.o., CIECH Soda Polska S.A., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership. The company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Cargo S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First Instance), according to which the company had understated - due to its participation in a partnership its tax obligations in the amount of PLN 1.7 million. The company appealed against said decision. On 9 September 2019 the company received a Second Instance decision issued by the Director of The Tax Administration Chamber in Bydgoszcz, in which the Director upheld the findings of the First Instance decision. The decision issued by the Second Instance is due. Therefore, the company is obliged to pay overdue tax in the amount of PLN 1.7 million (the tax base questioned by the authority is PLN 8.8 million) plus interest due. The company intends to appeal against the Second Instance decision to the Provincial Administrative Court.

CIT audit for 2015 at CIECH Vitrosilicon S.A. was initiated by the Head of the Lubuskie Province Customs and Tax Office in Gorzów Wielkopolski on 19 April 2018. The company received the outcome of the audit on 4 January 2019. As was the case for CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o., CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership. If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 2.7 million (the tax base challenged by the authority is PLN 14.4 million) plus interest due. Tax proceedings are currently underway.

CIT audit for 2015 at CIECH Sarzyna S.A. was initiated by the Head of the Podkarpackie Province Tax Office in Reszów on 6 February 2017. On 7 November 2017, the tax office issued the audit report. As was the case for CIECH Pianki Sp. z o.o., CIECH Soda Polska S.A., CIECH Vitrosilicon S.A., CIECH Cargo Sp. z o.o., the authority challenged the company's right to settle the loss from participation in a partnership. In addition, the authority challenged the company's right to include the fee for the trademark and interest on loans paid in advance in tax deductible costs.

If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 6.9 million (the tax base challenged by the authority is PLN 36.4 million) plus interest due. Tax proceedings are currently underway.

CIT audit for 2016 at CIECH Sarzyna S.A. was initiated by the Head of the Podkarpackie Province Tax Office in Reszów on 26 February 2018. On 11 January 2019, the tax office issued the audit report. According to the authority, the expenses incurred by the company in 2016 for the use of Chwastox trademarks cannot be classified as tax deductible costs. In addition, the company should have included interest on loans paid in advance in 2015 in its tax deductible costs in 2016. Additionally, the authority claims that the company may not offset the loss for 2015 in the annual return for 2016. In January 2019, the company submitted objections to the report. If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 4.3 million (the tax base challenged by the authority is PLN 22.4 million) plus interest due. Tax proceedings are currently underway.

The Group estimated that the potential impact on income tax expense (in the form of additional tax liabilities or inability to recover a deferred income tax asset calculated for tax losses), in connection with the above events which are or may continue to be challenged, would amount to PLN 143.8 million if it were no longer probable that the Group would be able to uphold its tax interpretations before the tax authorities. From the above-mentioned amount of PLN 143.8 million, a provision was recognised for potential tax liabilities in the amount of PLN 90.2 million, and an impairment loss on deferred tax asset was recognised in the amount of PLN 26.7 million. Following the decisions of the second instance, regarding CIT (2012 and 2013) in CIECH S.A., despite the appeal to the Provincial Administrative Court, the amount of PLN 45.5 million was paid (from the amount of PLN 143.8 million).

The CIECH Group companies were subject to VAT audits/proceedings concerning the following years:

  • a) Fourth quarter of 2013
    • at Verbis Kappa Sp. z o.o. S.K.A.
    • at Verbis ETA Sp. z o.o. S.K.A.
  • b) December 2014 at Cerium Finance Sp. z o.o.
  • c) January–June 2018 at CIECH Trading S.A.

VAT audit for the fourth quarter of 2013 at Verbis Kappa Sp. z o.o. S.K.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 6 April 2018. The company received the outcome of the audit on 11 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The company, however, recognised the market value of the in-kind contribution less the amount of VAT as the taxable amount. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 35.7 million which translates into a tax of PLN 8.2 million.

The company and the other party to the transaction, i.e. CIECH Sarzyna S.A., filed motions for tax rulings. The Director of the National Revenue Information agreed with the position presented in the motion that the taxable amount of the in-kind contribution made in 2013 was the value of the contribution, i.e. the market value of the in-kind contribution less the amount of VAT. Taking into account the positive interpretation concerning the taxable amount and the case-law line that existed until the end of 2013, CIECH Sarzyna S.A. and its advisors believe that the taxable amount should be the market value of the in-kind contribution less the amount of VAT. Therefore, the company did not make a VAT correction, considering that the tax treatment of the in-kind contribution made in 2013 was correct. On 7 August 2019, the company received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that the company had no right to deduct VAT in the amount of PLN 8.2 million. The company and its advisors do not agree with the findings set forth in the decision and have appealed against it. However, if the unfavourable position of the authority is upheld by the second instance, an obligation may arise to pay VAT arrears in the amount of PLN 8.2 million plus interest due.

VAT audit for the fourth quarter of 2013 at Verbis ETA Sp. z o.o. S.K.A. initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. The company received the outcome of the audit on 16 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The company, however, recognised the market value of the in-kind contribution less the amount of VAT as the taxable amount. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 133.5 million which translates into a tax of PLN 30.8 million.

The company and the other party to the transaction, i.e. CIECH S.A., filed motions for tax rulings. The Director of the National Revenue Information agreed with the CIECH S.A.'s position that the company had determined the taxable amount in a correct manner, i.e. the taxable amount of the in-kind contribution made in 2013 should have been the value of the contribution, i.e. the market value of the in-kind contribution less the amount of VAT. Taking into account the positive interpretation concerning the taxable amount and the case-law line that existed until the end of 2013, the company and its advisors believe that the taxable amount should be the market value of the in-kind contribution less the amount of VAT. Therefore, the company and, accordingly, the other party to the transaction complied with the ruling.

On 17 July 2019, the company received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that the company had no right to deduct VAT in the amount of PLN 30.8 million. The company and its advisors do not agree with the findings set forth in the decision and have appealed against it. On 6 August 2019, the company received an order of the Head of the Third Tax Office for Warszawa-Śródmieście to make the decision of the Head of the Małopolskie Province Customs and Tax Office in Krakow, issued in connection with the tax proceedings conducted against the company, immediately enforceable. The company filed a complaint against said decision. Irrespective of the complaint, the company applied to the Head of the Third Tax Office for crediting the overpaid VAT in the amount of PLN 30.8 million resulting from the correction of the VAT settlement for July 2018 towards the arrears indicated in the decision of the Małopolskie Province Customs and Tax Office in Krakow, and repaid interest in the amount of PLN 12.4 million. In its decision, the Head of the Third Tax Office agreed to the company's request. Thus, no enforcement proceedings were initiated.

VAT audit for December 2014 at Cerium Finance Sp. z o.o. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. The company received the outcome of the audit on 19 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The company, however, recognised the market value of the in-kind contribution less the amount of VAT as the taxable amount. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 110 million which translates into a tax of PLN 25.3 million. Guided by the outcome of the audit, the other party to the in-kind contribution transaction, i.e. CIECH Soda Polska S.A., issued a correction to the invoice, specifying the taxable amount of the in-kind contribution as the nominal value of the shares acquired. Cerium Finance Sp. z o.o. included the correction of the invoice in the current tax return and paid the tax. CIECH Soda Polska S.A. received a refund of overpaid VAT.

The company and CIECH Soda Polska S.A. filed motions for tax rulings. The Director of the National Revenue Information agreed with the position of the companies with respect to the recognition of a possible VAT correction in the current period. In turn, CIECH Soda Polska S.A. received a reply that the taxable amount of the in-kind contribution made in 2013 was the nominal value of the shares acquired. Taking into account the ruling concerning the taxable amount and the regulations, as amended in 2014, according to which the taxable amount should be the value contributed to the share capital, the company is of the opinion that the correction made (included in the current period) is correct.

On 17 July 2019, CIECH Soda Polska S.A., as the legal successor of Cerium Finance Sp. z o.o., received the Accounting Books' Audit Report, in which the auditors upheld their position, that the company had no right to deduct VAT in the amount of PLN 25.3 million, without referring to the correction of VAT submitted by the company in the current period and payment of this tax. Tax proceedings are currently underway at the company.

VAT audit for the period from January to June 2018 at CIECH Trading S.A. is carried out by the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń (for the period from January to April 2018) – commenced on 20 June 2018, and by the Head of the Śląskie Province Customs and Tax Office in Katowice (for the period from May to June 2018) – commenced on 19 September 2018. The audit is ongoing and the company has not yet received any audit findings.

If the authorities continue to challenge the VAT settlements in decisions issued in the future, despite the positive interpretations received and contrary to the principle of VAT neutrality, and taking into account the correction of VAT submitted, Cerium Finance Sp. z o.o., Verbis Kappa Sp. z o.o. S.K.A. and Verbis ETA Sp. z o.o. S.K.A. may be required to pay unduly, in the opinion of the tax auditors, deducted VAT, in the amount of PLN 39.0 million, of which PLN 30.8 million was practically paid in accordance with the decision of the Head of the Third Tax Office to credit the overpayment for July 2018 towards the liability specified in the decision issued for Verbis Eta Sp. z o.o. S.K.A. In addition, Verbis Kappa Sp. z o.o. S.K.A. and CIECH Soda Polska S.A., as a legal successor of Cerium Finance Sp. z o.o., may also be required to pay the interest if the ability to settle the correction of VAT in the current period is challenged (in August 2018, Verbis ETA Sp. z o.o. S.K.A. already repaid interest of PLN 12.4 million).

The CIT audit at the Ciech Group in Germany concerns CIT settlements. The CIT audit concerns the following companies: Sodawerk Staßfurt Verwaltungs GmbH, CIECH Soda Deutschland GmbH & Co. KG, Sodawerk Holding Staßfurt GmbH, SDC GmbH. The audits cover settlements for 2007-2009 and 2010-2015. The issues raised by the auditors concerning 2006 were definitively clarified by the auditors at the initial stage of the audit. In case of a different assessment of economic events by audit authorities, an obligation may arise to recalculate and potentially increase the tax liability and to pay interest on tax arrears. As at the balance sheet date, the outcome of the audit is not known – the companies did not receive any reports from the tax authorities.

2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES

On 22 August 2019, the Ordinary General Meeting resolved to distribute CIECH S.A.'s net profit for the financial year 2018, amounting to PLN 270,612 thousand, in the following manner:

  • the amount of PLN 17,182 thousand was allocated to cover the loss recognized as an adjustment to the opening balance resulting from the application of IFRS 9 Financial Instruments,
  • the amount of PLN 253,430 thousand was allocated to the supplementary capital of CIECH S.A.

On 22 June 2018, the Ordinary General Meeting adopted a resolution to allocate the following to the payout of dividend in the amount of PLN 395,249 thousand:

  • the entire net profit earned by CIECH S.A. in 2017, amounting to PLN 243,907 thousand;
  • a part of profits included in the supplementary capital, amounting to PLN 151,342 thousand.

The dividend record and payment dates were set respectively for 2 July 2018 and 31 August 2018.

2.15. INFORMATION ON POST-BALANCE-SHEET EVENTS

On 9 August 2019, the Board of Directors of a subsidiary – CIECH Soda Romania S.A. ("CSR") based in Romania decided to begin preparations in the event of the need to suspend the production activities of CIECH Soda Romania S.A. due to the cessation of the supply of process steam by its sole steam supplier – S.C. CET Govora S.A. ("CET"). The Agreement for the supply of process steam was terminated on 18 June 2019 and, according to its provisions, the supply of process steam may cease after the expiry of the notice period, i.e. after 18 September 2019.

The aforementioned decision is the result of termination of the Agreement by CET, the assessment of the course of negotiations with CET to date on the determination of new terms of the Agreement, and the effect of an in-depth analysis of economic effects on CSR. If the price proposed by CET were accepted, the price of steam, including CO2 certificates, would increase by approx. 135%, as compared to the price of steam with CO2 certificates prevailing in 2018. CSR's acceptance of the new steam price would result in permanent lack of profitability of production at the plant. CSR will take all necessary and adequate preventive measures in order to protect CSR's interests in the event that CSR is not able to continue production, including among others:

    1. renegotiating or terminating agreements which, due to a change in the economic situation, cannot be continued on the existing basis;
    1. preparing the concept of optimising the organisational and personnel structure, including its adaptation to the CSR's new economic situation;
    1. preparing procedures and action plans related to the security of the technological process, production apparatus and equipment, as well as other CSR's assets, after the cessation of production at the CSR plant;
    1. review of issued decisions, permits and concessions in terms of making the necessary changes and notifications at the time of the cessation of production at the CSR plant.

CIECH S.A., in cooperation with CSR, is in the process of analysing all possible action scenarios, including hibernation of the Romanian plant. Work was commenced on the preparation of a comprehensive cover package for employees of CSR and the Romanian Branch of CIECH S.A., including in particular the voluntary redundancy programme, outplacement activities and possible relocation of a number of employees to other plants of the CIECH Group.

Bearing in mind the decision made by the Board of Directors of CSR, the Management Board of CIECH S.A. resolved to initiate adequate preventive measure at the Branch, in order to protect the interests of the Romanian Branch of CIECH S.A. – in the event that CSR is not able to continue its production activities.

In connection with the above, a write-down was made to the value of property, plant and equipment of CIECH Soda Romania S.A. in the amount of PLN 36,655 thousand. Details of the write-down have been described in section 2.6 of this report.

SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. FOR 6-MONTH PERIOD ENDED 30 JUNE 2019

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

3. SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A.

01.01.-30.06.2019 01.01.-30.06.2018 01.04.-30.06.2019 01.04.-30.06.2018
Unaudited data
CONTINUING OPERATIONS
Sales revenues 1,243,124 1,208,028 616,317 612,782
Cost of sales (1,089,517) (995,395) (536,338) (505,375)
Gross profit/(loss) on sales 153,607 212,633 79,979 107,407
Other operating income 3,661 6,995 2,312 5,699
Selling costs (98,831) (112,336) (49,098) (59,295)
General and administrative expenses (41,919) (33,698) (24,901) (18,306)
Other operating expenses (1,161) (4,526) (555) (3,491)
Operating profit/(loss) 15,357 69,068 7,737 32,014
Financial income 63,940 40,394 24,243 26,918
Financial expenses (56,542) (85,991) (20,314) (65,679)
Net financial income/(expenses) 7,398 (45,597) 3,929 (38,761)
Profit/(loss) before tax 22,755 23,471 11,666 (6,747)
Income tax (9,321) (5,936) (4,780) 34
Net profit / (loss) for the period 13,434 17,535 6,886 (6,713)
Earnings/(loss) per share (in PLN):
Basic 0.25 0.33 0.13 (0.13)
Diluted 0.25 0.33 0.13 (0.13)

The condensed separate statement of profit or loss of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A.

01.01.-30.06.2019 01.01.-30.06.2018 01.04.-30.06.2019 01.04.-30.06.2018
Unaudited data
Net profit / (loss) for the period 13,434 17,535 6,886 (6,713)
Other comprehensive income before tax that may be
reclassified to statement of profit or loss
3,707 (4,874) 7,750 (3,270)
Cash flow hedge 3,707 (4,874) 7,750 (3,270)
Income tax attributable to other comprehensive income (695) 856 (1,321) 1,162
Income tax attributable to other comprehensive income
that may be reclassified to statement of profit or loss
(695) 856 (1,321) 1,162
Other comprehensive income net of tax 3,012 (4,018) 6,429 (2,108)
TOTAL COMPREHENSIVE INCOME 16,446 13,517 13,315 (8,821)

The condensed separate statement of other comprehensive income of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A.

30.06.2019 31.12.2018
ASSETS
Property, plant and equipment 14,198 13,551
Intangible assets 50,546 46,057
Long-term financial assets 2,411,942 2,339,188
Deferred income tax assets 16,676 25,514
Rights to use an asset 30,838 -
Total non-current assets 2,524,200 2,424,310
Inventory 17,648 41,019
Short-term financial assets 1,006,617 1,006,464
Income tax receivables 684 -
Trade and other receivables 430,610 400,673
Cash and cash equivalents 84,218 54,988
Total current assets 1,539,777 1,503,144
Total assets 4,063,977 3,927,454
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Cash flow hedge reserve 1,860 (1,152)
Actuarial gains 11 11
Other reserve capitals 76,199 76,199
Retained earnings 582,617 569,183
Total equity 1,419,147 1,402,701
Loans, borrowings and other debt instruments 1,579,737 1,333,695
Lease liabilities 26,254 -
Other non-current liabilities 57,703 59,416
Employee benefits provisions 576 574
Total non-current liabilities 1,664,270 1,393,685
Loans, borrowings and other debt instruments 301,963 493,601
Trade and other liabilities 637,714 532,895
Income tax liabilities - 867
Lease liabilities 4,982 -
Employee benefits provisions 371 421
Other provisions 35,530 103,284
Total current liabilities 980,560 1,131,068
Total liabilities 2,644,830 2,524,753
Total equity and liabilities 4,063,977 3,927,454

The condensed separate statement of financial position of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.

37

CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A.

01.01.-30.06.2019 01.01.-30.06.2018
Cash flows from operating activities
Net profit /(loss) for the period 13,434 17,535
Amortisation/depreciation 6,772 4,149
Recognition of impairment allowances 1,073 10,428
Foreign exchange (profit) /loss 5,200 2,988
(Profit) / loss on disposal of property, plant and equipment 1 121
Dividends and interest 6,523 (7,757)
Income tax payable/(receivable) 9,321 5,936
Change in liabilities due to loan arrangement fee (226) (3,032)
Valuation of derivative instruments (10,557) 51,303
Other adjustments 1,996 (490)
Cash from operating activities before changes in working capital and provisions 33,537 81,181
Change in receivables (59,267) (141,073)
Change in inventory 23,371 12,797
Change in current liabilities 118,792 24,097
Change in provisions and employee benefits (1,405) 361
Cash generated from operating activities 115,028 (22,637)
Interest paid (48,890) (20,827)
Income tax paid/returned (47,434) (2,145)
Set-off receivables from interest on loans 13,332 13,213
Net cash from operating activities 32,036 (32,396)
Cash flows from investment activities
Disposal of intangible assets and property, plant and equipment 21 30
Dividends received 227 203
Interest received 8,046 13,333
Proceeds from cash-pooling facility 30,732 -
Proceeds from repaid borrowings - 56,768
Acquisition of intangible assets and property, plant and equipment (13,643) (16,520)
Expenditures on increase and extra contribution to capital (171) (150)
Borrowings paid out (77,532) (38,856)
Cash pooling expenditures - (534)
Net cash from investment activities (52,320) 14,274
Cash flows from financial activities
Proceeds from loans and borrowings 298,100 217,488
Proceeds from cash-pooling facility 5,109 -
Repayment of loans and borrowings (250,000) (171,465)
Cash pooling expenditures - (33,256)
Payments of lease liabilities (1,753) -
Net cash from financial activities 51,456 12,767
Total net cash flows 31,172 (5,355)
Cash and cash equivalents as at the beginning of the period 54,988 375,393
Impact of foreign exchange differences (1,942) (1,642)
Cash and cash equivalents as at the end of the period 84,218 368,396

The condensed separate statement of cash flows of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A.

Share capital Share premium Cash flow hedge
reserve
Other reserve
capitals
Actuarial gains Retained earnings Total equity
01.01.2019 287,614 470,846 (1,152) 76,199 11 569,183 1,402,701
Total comprehensive income - - 3,012 - - 13,434 16,446
Net profit /(loss) for the period - - - - - 13,434 13,434
Other comprehensive income - - 3,012 - - - 3,012
30.06.2019 287,614 470,846 1,860 76,199 11 582,617 1,419,147
31.12.2017 287,614 470,846 3,246 76,199 121 711,002 1,549,028
The accounting policies -
implementation of MSSF 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 - - - - - (395,249) (395,249)
Total comprehensive income - - (4,018) - - 17,535 13,517
Net profit /(loss) for the period - - - - - 17,535 17,535
Other comprehensive income - - (4,018) - - - (4,018)
30.06.2018 287,614 470,846 (772) 76,199 121 316,106 1,150,114

The condensed separate statement of changes in equity of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.

4. EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 4

4.1. BASIS OF PREPARATION OF THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A.

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 result as defined in the accounting policy.

These semi-annual condensed separate financial statements were prepared in compliance with IAS 34 "Interim Financial Reporting" as approved by the European Union and the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and on conditions for deeming equivalent information required by the law of a Non-Member State (Journal of Laws 2018.757 of 2018). These financial statements present the financial position of CIECH S.A. as at 30 June 2019 and as at 31 December 2018, results of the Company's operations and cash flows for the period of 6 months ended 30 June 2019 and 30 June 2018, and were approved by the Management Board of CIECH S.A. on 10 September 2019.

These semi-annual condensed separate 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 semi-annual condensed financial statements, no facts or circumstances are known that would indicate any threat to CIECH S.A. continuing as a going concern.

The Management Board of CIECH S.A. represents that to the best of its knowledge these semi-annual condensed 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.

Preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Management Board to make professional judgements, estimates and assumptions which affect the adopted principles and presented values of assets, equity and liabilities, income and expenses. The estimates and assumptions associated with them are based on historical accuracy and various other factors that are considered to be reasonable under the specific circumstances, and their results provide a basis for professional judgement about the value of assets and liabilities that are not directly apparent from other sources. Actual value may differ from the estimated value. The estimates and the underlying assumptions are reviewed on a continuous basis. Revisions of accounting estimates are recognised in the period in which the changes were made, only if it affects that period or the present and future in case they concern both the current and future periods. The Management Board's professional judgements which have a significant impact on the separate financial statements, and the estimates bearing a risk of significant changes in future years have been presented in items 4.2.1, 4.6, 4.7, 4.8 and 4.13 hereof. During the current semi-annual period there were no significant revisions to the estimates presented in previous reporting periods.

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 to review the semi-annual separate consolidated financial statements for the period from 1 January to 30 June 2019.

4.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH S.A.'s accounting principles are described in the Financial Statements of CIECH S.A. for 2018, published on 26 March 2019. The aforementioned Financial Statement include detailed information regarding the principles and methods of valuation of assets, equity and liabilities and measurement of the financial result as well as the method of preparing the financial statements and comparative information. These principles have been applied on a continuous basis with relation to currently published data, the last annual financial statements and comparative data presented, except for IFRS 16 Leases and change in the manner of accounting for the disposal of inventories – from the FIFO method to the weighted average method.

4.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS

The information is provided in item 2.2.1 hereof.

4.3. FUNCTIONAL AND REPORTING CURRENCY

The Polish zloty (PLN) is the functional currency of the parent company, 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.

4.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF CIECH S.A.

Seasonality associated with periodic demand and supply fluctuations has little impact on CIECH S.A.'s general sales trends. In the soda segment, a seasonal relationship between the sales volume of some products and the course of winter is observable. For calcium chloride and other products (anti-ice salt and chloride mix, waste salt) a mild winter is a reason for decrease of sales, while the influence on the sales of salt is indirect. For other products, CIECH S.A.'s revenues and financial results are not influenced by any significant seasonal fluctuations over the year.

4.5. CIECH S.A.'S SEGMENT REPORTING

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.

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 and exchange differences 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.-30.06.2019 01.01.-30.06.2018
Net profit/(loss) on continuing operations 13,434 17,535
Income tax 9,321 5,936
Financial expenses 56,542 85,991
Financial income (63,940) (40,394)
Amortisation/depreciation 6,772 4,149
EBITDA from continuing operations 22,129 73,217
01.01.-30.06.2019 01.01.-30.06.2018
EBITDA from continuing operations 22,129 73,217
One-offs including: (2,815) (2,504)
Cash items (a) (97) (2,556)
Non-cash items (without impairment) (b) (2,718) 52
Adjusted EBITDA from continuing operations 19,314 70,713

(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: fair value provisions for liabilities and compensation and other items.

CIECH S.A. — OPERATING SEGMENTS

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.-30.06.2019
Soda
segment
Organic
segment
Silicates and glass
segment
Transport
segment
Other operations
segment
Corporate functions -
reconciliation item
TOTAL
Sales revenues 940,265 271,113 5,699 24,678 1,369 - 1,243,124
Cost of sales (796,853) (261,497) (5,083) (24,977) (1,107) - (1,089,517)
Gross profit /(loss) on sales 143,412 9,616 616 (299) 262 - 153,607
Selling costs (92,972) (2,771) (410) (2,272) - (406) (98,831)
General and administrative expenses (1,421) - (12) - (7) (40,479) (41,919)
Result on management of receivables (37) (9) 2 (1) 10 (1) (36)
Result on other operating activities 1,564 - - (1) 1,111 (138) 2,536
Operating profit /(loss) 50,546 6,836 196 (2,573) 1,376 (41,024) 15,357
Exchange differences and interest on trade settlements (5,653) 2,321 - 88 (49) - (3,293)
Borrowing costs - - - - - (5,091) (5,091)
Result on financial activity (non-attributable to segments) - - - - - 15,782 15,782
Profit /(loss) before tax 44,893 9,157 196 (2,485) 1,327 (30,333) 22,755
Income tax - - - - - - (9,321)
Net profit /(loss) for the period - - - - - - 13,434
Amortization/depreciation 1,800 26 3 110 340 4,493 6,772
EBITDA 52,346 6,862 199 (2,463) 1,716 (36,531) 22,129
Adjusted EBITDA* 50,741 6,862 199 (2,462) 603 (36,629) 19,314

* Adjusted EBITDA for the 6-month period ended 30 June 2019 is calculated as EBITDA adjusted for untypical one-off events: change in provisions: PLN 2.7 million; other: PLN 0.1 million.

OPERATING SEGMENTS Soda Organic Silicates and glass Transport Other operations Corporate functions - TOTAL
01.01.-30.06.2018 segment segment segment segment segment reconciliation item
Sales revenues 908,516 268,670 8,430 21,062 1,350 - 1,208,028
Cost of sales (705,022) (260,883) (7,314) (20,976) (1,200) - (995,395)
Gross profit /(loss) on sales 203,494 7,787 1,116 86 150 - 212,633
Selling costs (107,415) (1,171) (664) (2,096) (20) (970) (112,336)
General and administrative expenses (853) (417) (23) (42) - (32,363) (33,698)
Result on management of receivables 466 (25) (1) 1 2 (157) 286
Result on other operating activities 576 (3) - - (1) 1,611 2,183
Operating profit /(loss) 96,268 6,171 428 (2,051) 131 (31,879) 69,068
Exchange differences and interest on trade settlements 122 (11,270) (13) (1) (749) - (11,911)
Borrowing costs - - - - - 2,661 2,661
Result on financial activity (non-attributable to segments) - - - - - (36,347) (36,347)
Profit /(loss) before tax 96,390 (5,099) 415 (2,052) (618) (65,565) 23,471
Income tax - - - - - - (5,936)
Net profit /(loss) for the period - - - - - - 17,535
Amortization/depreciation 1,638 - - - - 2,511 4,149
EBITDA 97,906 6,171 428 (2,051) 131 (29,368) 73,217
Adjusted EBITDA* 97,700 6,172 428 (2,051) 132 (31,668) 70,713

*Adjusted EBITDA for the 6-month period ended 30 June 2018 is calculated as EBITDA adjusted for untypical one-off events: fines and compensations received: PLN 2.5 million; change in provisions: PLN 0.1 million; loss on disposal of non-financial assets: PLN -0.1 million.

CIECH S.A. — ASSETS AND LIABILITIES BY OPERATING SEGMENTS

ASSETS LIABILITIES
30.06.2019 31.12.2018 30.06.2019 31.12.2018
Soda segment 209,897 202,832 510,722 373,640
Organic segment 128,453 112,887 56,803 84,483
Silicates and glass segment 139 4,695 - 2,208
Transport segment 14,532 10,859 5,713 6,760
Other operations segment 7,202 1,009 11,087 9,590
Corporate functions 3,703,754 3,595,172 2,060,505 2,048,072
TOTAL 4,063,977 3,927,454 2,644,830 2,524,753

CIECH S.A. — SALES REVENUES BY BUSINESS SEGMENTS

01.01.-30.06.2019 01.01.-30.06.2018 Change 2019/2018
Soda segment, including: 940,265 908,516 3.5%
Dense soda ash 518,440 503,289 3.0%
Light soda ash 238,556 235,949 1.1%
Salt 98,482 86,576 13.8%
Sodium bicarbonate 48,891 49,170 (0.6%)
Calcium chloride 12,593 12,761 (1.3%)
Other goods and services 23,303 20,771 12.2%
Organic segment, including: 271,113 268,670 0.9%
Raw materials for production of crop protection
products
85,039 62,811 35.4%
Raw materials for production of resins 109,110 127,805 (14.6%)
Raw materials for the production of polyurethane foams 72,135 72,605 (0.6%)
Other goods and services 4,829 5,449 (11.4%)
Silicates and Glass segment, including: 5,699 8,430 (32.4%)
Soda silicates 4,977 7,547 (34.1%)
Other goods and services 722 883 (18.2%)
Transport segment, including: 24,678 21,062 17.2%
Transport services 24,678 21,062 17.2%
Other segment, including: 1,369 1,350 1.4%
Other goods and services 1,369 1,350 1.4%
TOTAL 1,243,124 1,208,028 2.9%

At CIECH S.A., sales revenues are recognized upon the provision of services or delivery of products or goods.

CIECH S.A. — INFORMATION ON GEOGRAPHICAL AREAS

Information on CIECH S.A.'s geographical areas is established based on the location of its assets.

ASSETS Sales revenues
30.06.2019 31.12.2018 01.01.-30.06.2019 01.01.-30.06.2018
Poland 2,458,593 2,276,979 703,159 595,028
European Union (excluding Poland) 1,558,615 1,551,440 338,910 356,268
Other European countries 5,787 39,838 58,235 107,952
Africa 4,602 9,745 45,220 30,828
Asia 36,380 49,452 93,514 111,514
Other regions - - 1,222 3,118
Cash flow hedge adjustment - - 2,864 3,320
TOTAL 4,063,977
3,927,454
1,243,124 1,208,028

The Company's non-current assets are located in Poland and the European Union. They include shares in Polish subsidiaries and subsidiaries having their registered offices primarily in Romania and Germany. Trade and other receivables constitute the main component of current assets presented in individual geographical areas.

4.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS

PROVISIONS FOR EMPLOYEE BENEFITS Opening balance Use and reversal Closing
balance
01.01.-30.06.2019
Long-term 574 2 - 576
Short-term 421 - (50) 371
01.01.-30.06.2018
Long-term 436 17 - 453
Short-term 400 - (84) 316
01.04.-30.06.2019
Long-term 573 2 1 576
Short-term 359 - 12 371
01.04.-30.06.2018
Long-term 442 11 - 453
Short-term 316 - - 316

In addition, 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 (see item 2.6 hereof for more information on the programme).

CHANGE IN OTHER SHORT-TERM PROVISIONS Opening
balance
Recognition Use and reversal Closing
balance
01.01.-30.06.2019
Provision for liabilities and expected losses 103,284 1,595 (69,349) 35,530
TOTAL 103,284 1,595 (69,349) 35,530
01.01.-30.06.2018 - - - -
Provision for liabilities and expected losses 35,566 745 (317) 35,994
Provision for bonuses 507 - - 507
TOTAL 36,073 745 (317) 36,501
01.04.-30.06.2019
Provision for liabilities and expected losses 104,550 329 (69,349) 35,530
TOTAL 104,550 329 (69,349) 35,530
01.04.-30.06.2018 - - - -
Provision for liabilities and expected losses 35,395 745 (146) 35,994
Provision for bonuses 507 - - 507
TOTAL 35,902 745 (146) 36,501

Item use and reversal of the provision for PLN 69,349 thousand relates mainly to the payment of a tax liability together with overdue CIT interest for 2012 in the amount of PLN 66,400 thousand (more information on tax control is presented in Note 2.13 of this report).

CHANGE IN IMPAIRMENT
ALLOWANCES
Opening
balance
Opening
balance
adjustment*
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
01.01.-30.06.2019
Intangible assets 210 - - - - 210
Long-term financial assets 143,061 - 1,117 - - 144,178
Short-term financial assets 18,126 - - (45) - 18,081
Trade and other receivables 31,491 - 172 (1,979) (109) 29,575
CHANGE IN IMPAIRMENT
ALLOWANCES
Opening
balance
Opening
balance
adjustment*
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
Cash and cash equivalents 37 - 34 - - 71
TOTAL 192,925 - 1,323 (2,024) (109) 192,115
01.01.-30.06.2018
Property, plant and equipment 1 - - - - 1
Long-term financial assets 404,955 1,740 9,459 - - 416,154
Short-term financial assets 49,345 14,542 1,486 (519) - 64,854
Trade and other receivables 28,865 620 18,098 (81) 843 48,345
Cash and cash equivalents - 490 - (311) - 179
TOTAL 483,166 17,392 29,043 (911) 843 529,533
01.04.-30.06.2019
Intangible assets 210 - - - - 210
Long-term financial assets 143,958 - 220 - - 144,178
Short-term financial assets 18,117 - - (36) - 18,081
Trade and other receivables 30,013 - 9 (71) (376) 29,575
Cash and cash equivalents 32 - 34 5 - 71
TOTAL 192,330 - 263 (102) (376) 192,115
01.04.-30.06.2018
Property, plant and equipment 1 - - - - 1
Long-term financial assets 406,695 - 9,459 - - 416,154
Short-term financial assets 64,724 - 519 (389) - 64,854
Trade and other receivables 29,704 - 17,095 567 979 48,345
Cash and cash equivalents 198 - 292 (311) - 179
TOTAL 501,322 - 27,365 (133) 979 529,533

*IFRS 9 implementation adjustment.

4.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY

The main components of tax expense include:

THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) 01.01.-30.06.2019 01.01.-30.06.2018
Current income tax (1,178) 1,833
Deferred tax (8,143) (7,769)
INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS (9,321) (5,936)

Deferred income tax is attributable to the following items:

DEFERRED INCOME TAX ASSETS AND
DEFERRED INCOME TAX LIABILITY
30.06.2019 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 557 8,913 (8,356) 646 9,746 (9,100)
Inventory - 48 (48) - 203 (203)
Trade and other receivables 117 692 (575) 118 152 (34)
Provisions for employee benefits 99 - 99 106 3 103
Other provisions - 1,450 (1,450) - - -
Tax losses carried forward 18,337 - 18,337 15,916 - 15,916
Foreign exchange differences 2,463 48 2,415 2,511 - 2,511
DEFERRED INCOME TAX ASSETS AND
DEFERRED INCOME TAX LIABILITY
30.06.2019 31.12.2018
Total asset Total liability Net value Total asset Total liability Net value
Liabilities 6,195 - 6,195 16,324 62 16,262
Cash and cash equivalents 93 - 93 93 - 93
Deferred tax assets/liability 27,901 11,225 16,676 35,754 10,240 25,514
Set - off of deferred tax assets / (liability) (11,225) (11,225) - (10,240) (10,240) -
Deferred tax assets/liability recognised in
the statement of financial position
16,676 - 16,676 25,514 - 25,514

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 the Parent Company 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.

4.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS

The information is provided in item 2.8 hereof.

4.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT

In the period from 1 January to 30 June 2019, CIECH S.A. carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:

01.01.-30.06.2019 Buildings,
premises, civil and
marine engineering
structures
Machinery and
equipment
Vehicles Other fixed
assets
Fixed assets under
construction
TOTAL
Purchase - 254 93 - 2,560 2,907
Disposal - (122) - (3) - (125)
01.01.-30.06.2018
Purchase 15 1,396 - 37 827 2,275
Disposal - (93) - (4) - (97)

Purchases in the first half of 2019 were made with own financial resources of the Company. As at 30 June 2019, commitments to purchase property, plant and equipment amounted to PLN 94 thousand (PLN 63 thousand as at 31 December 2018).

4.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS

The information is provided in item 2.10 hereof.

4.11. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES

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:

TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED
ENTITIES
01.01-30.06.2019 01.01-30.06.2018
Revenues from sales of products and services 394,663 409,409
Purchase of goods, materials and services, including: 792,237 712,963
KI One S.A. 45 425
Financial income 41,627 43,512
Financial expenses 27,764 26,908
30.06.2019 31.12.2018
Receivables 262,970 195,647
Loans granted 1,137,842 1,133,265
Liabilities, including: 569,238 434,234
KI One S.A. - 1,071
Loans received 131,912 132,444

Terms of transactions with related parties

Material sales to and purchases from related entities are carried out on terms which do not differ from arm's length terms. Overdue liabilities and receivables are not secured and are settled in cash or by set-off. No material non-standard or nonroutine transactions were concluded with related entities in the first half of 2019, except for transactions described in item 5.3 hereof.

In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties within CIECH Group.

4.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES AT CIECH S.A.

In the presented period, CIECH S.A. did not issue, redeem or repay any debt or equity securities.

4.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES

30.06.2019 31.12.2018
Contingent assets 18,864 18,864
Other contingent receivables* 18,864 18,864
Contingent liabilities 706,093 586,262
Guarantees and sureties granted** 706,093 586,262

* 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:

  • guarantee granted up to the amount of 125% of liability related to term loan in the amount of PLN 1,212,520 thousand and revolving loan in the amount of PLN 250,000 thousand – contingent liability in the amount of PLN 365,630 thousand,
  • guarantee granted up to the amount of 125% of liability related to term loan in the amount of EUR 30,000 thousand – contingent liability in the amount of PLN 31,890 thousand,
  • guarantee granted up to the amount of 125% of liability related to short-term loan in the amount of PLN 50,000 thousand – contingent liability in the amount of PLN 12,500 thousand,
  • guarantee granted up to the amount of 125% of liability related to short-term loan in the amount of EUR 10,000 thousand – contingent liability in the amount of PLN 10,630 thousand.
  • guarantee granted up to the amount of 125% of liability related to revolving loan in the amount of EUR 25,000 thousand – contingent liability in the amount of PLN 26,575 thousand,
  • guarantee granted up to the amount of 125% of liability related to revolving loan in the amount of PLN 300,000 thousand – contingent liability in the amount of PLN 75,000 thousand.
  • guarantee granted up to the amount of 125% of liability related to revolving loan in the amount of PLN 92,788 thousand – contingent liability in the amount of PLN 23,197 thousand.

As at 30 June 2019, contingent liabilities amounted to PLN 706,093 thousand and increased as compared to 31 December 2018 by PLN 119,831 thousand. The change was primarily attributable to a change in the value of guarantees related to loans.

Other guarantees and sureties granted are described in item 9.2 of the Financial Statements of CIECH S.A. for 2018 published on 26 March 2019.

Audits of tax settlements at CIECH S.A.

The information is provided in item 2.13 hereof.

4.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES

The information is provided in item 2.14 hereof.

4.15. INFORMATION ON POST-BALANCE-SHEET EVENTS

No events occurred that would affect the financial data presented in the condensed interim financial statement of CIECH S.A.

MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES

5. MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES

5.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION

The CIECH Group consists of domestic and foreign manufacturing, distribution and trade companies operating in the chemical industry. The CIECH Group comprises CIECH S.A. as the parent company, and related companies located, inter alia, in Poland, Germany, Romania and Spain.

Parent company CIECH Spółka Akcyjna
Registered office Warsaw
Address ul. Wspólna 62, 00-684 Warsaw
KRS (National Court
Register number)
0000011687
(District Court for the capital city of Warsaw in Warsaw
12th Commercial Division of the National Court Register)
Statistical identification
number (REGON)
011179878
Tax ID No (NIP) 118-00-19-377
BDO Registry Number 000015168
Website www.ciechgroup.com
Branches held CIECH S.A.'s Branch in Romania
CIECH S.A.'s Branch in Germany
Ultimate parent company KI Chemistry s. à r. l
(a subsidiary of Kulczyk Investments)

As at 30 June 2019, the CIECH Group comprised 37 business entities, including:

  • the parent company,
  • 30 subsidiaries, of which:
    • o 21 domestic subsidiaries,
    • o 9 foreign subsidiaries,
  • 3 domestic affiliates,
  • 1 foreign affiliate,
  • 1 jointly controlled domestic entity,
  • 1 jointly controlled foreign entity.

The parent company of CIECH S.A. has a branch in Romania, a branch in Germany, and operates through its offices in Inowrocław and Nowa Sarzyna. CIECH Trading S.A. subsidiary has a branch in Bydgoszcz.

The trading activity is carried out mostly by CIECH S.A., domestic and foreign trading subsidiaries of CIECH S.A., as well as selected manufacturing companies (CIECH Sarzyna S.A., CIECH Vitrosilicon S.A., SDC Group, CIECH Pianki Sp. z o.o.) while the manufacturing activity is carried out by production companies, subsidiaries of CIECH S.A. The production is located in 8 plants, with four largest production plants (two in Poland, one in Germany and one in Romania) operate in the soda segment and manufacture soda ash and soda derived products (in the case of CIECH Soda Romania S.A., the plant also manufactures products in the silicates and glass segment, the soda plant in Janikowo also manufactures salt products and the plant in Germany produces electric energy sold to third parties). The other 4 plants are dedicated to the organic segment, and to silicates and glass segment, and are located in Poland. In 2018, a Spanish company, Proplan Plant Protection Company, S.L., engaged in the production and sale of crop protection chemicals, became a member of the CIECH Group. The company specialises in registering, manufacturing and distributing fungicides, herbicides, insecticides, growth regulators. It operates in the European market, mostly in Spain, and on other continents – mainly in Australia and Africa.

A list of fully consolidated companies and companies accounted for under the equity method is provided below:

Company name Registered
office
Segment Business Share in equity
as at
30.06.2019 / %
of votes at the
GMS
Share in equity
as at
30.06.2018 / %
of votes at the
GMS
Parent company
CIECH S.A. Warsaw Soda, Organic,
Silicates and
Glass,
Transport,
Other
Sales of chemical products manufactured within
the CIECH Group, sales of chemical products
purchased from third-party producers, holding
activities, managing a portfolio of subsidiaries,
provision of support services (in the area of sales,
manufacturing, purchases, finance, IT, HR and in
the legal area) for selected companies in the
Group, financial activities in the form of direct
lending to the companies in the Group.
- -
Fully consolidated direct and indirect subsidiaries
CIECH Trading S.A. Warsaw Soda, Other
operations
Wholesale and distribution of solid inorganic and
organic chemicals, wholesale and distribution of
raw materials for household chemicals, wholesale
and distribution of raw materials for cosmetic
and pharmaceutical products, wholesale and
distribution of fillers, pigments, raw materials for
paints and varnishes, wholesale and distribution
of feed additives and fodder, wholesale and
distribution of acids, bases and other liquid
chemicals.
100% 100%
CIECH Soda Romania
S.A.
Ramnicu
Valcea,
Romania
Soda, Silicates
and Glass
Manufacture of other basic inorganic chemicals,
wholesale of chemical products.
98.74% 98.74%
CIECH Vitrosilicon
S.A.*
Iłowa Silicates and
Glass
Production of other basic inorganic chemicals,
manufacture of hollow glass and technical
glassware, manufacture of plastic packaging
goods, manufacture of other plastic products.
100% 100%
CIECH
Transclean Sp. z o.o.
Bydgoszcz Other Since 2017, the Company has been dormant. 100% 100%
CIECH Pianki Sp. z o.o. Bydgoszcz Organic Manufacture of organic and other inorganic
chemicals.
100% 100%
Ciech Group Financing
AB
Stockholm,
Sweden
Other Financing activities. 100% 100%
Verbis ETA Sp. z o.o. Warsaw Other General partner of Verbis ETA Sp. z o.o. SKA. 100% 100%
Verbis ETA Sp. z o.o.
SKA
Warsaw Other Financing activities, direct lending to the CIECH
Group companies.
100% 100%
Vasco Polska
Sp. z o.o. (presently
CIECH Żywice
Sp. z o.o.)
Nowa
Sarzyna
Other Utilisation of post-soda lime in the restoration of
degraded land.
90% 90%
CIECH Cerium
Sp. z o.o. SK
Warsaw Other Financing activities. The company was liquidated
in the fourth quarter of 2018.
- 100%
Beta Cerium
Sp. z o.o.
Warsaw Other Financing activities, leasing of non-current assets
to the CIECH Group companies. The company was
merged with CIECH Soda Polska S.A. and Cerium
Finance Sp. z o.o. in the fourth quarter of 2018.
- 100%
Bosten S.A. Warsaw Other Research and developments activities. 100% 100%
CIECH Nieruchomości
S.A.**
Warsaw Other Real property agency, real property management. 100% 100%
Proplan Plant
Protection Company
S.L.
Madrid,
Spain
Organic Production of crop protection chemicals 100% -

Company name Registered
office
Segment Business Share in equity
as at
30.06.2019 / %
of votes at the
GMS
Share in equity
as at
30.06.2018 / %
of votes at the
GMS
CIECH R&D Group
CIECH R&D Sp. z o.o. Warsaw Other Research and developments activities, granting
licenses to the CIECH Group companies to use the
trademarks: "Ciech", "Ciech Trading" and "Sól
Kujawska naturalna czysta".
100% 100%
Smart Fluid Sp. z o.o. Warsaw Other Research & Development 52.83% -
CIECH Finance Group
CIECH Finance
Sp. z o.o.
Warsaw Other Implementing divestment projects concerning
obsolete fixed assets (property) and financial
assets (shares in companies), carrying out
purchases of selected raw materials.
100% 100%
JANIKOSODA S.A. Warsaw Other Since March 2017, the Company has been
dormant.
100% 100%
CIECH Soda Polska Group
CIECH Soda Polska
S.A.
Inowrocław Soda Manufacture of other basic inorganic chemicals,
wholesale of chemical products, power
generation and distribution.
100% 100%
CIECH Cargo Sp. z o.o. Inowrocław Transport Freight transport services. 100% 100%
Cerium Sp. z o.o. Warsaw Other Dormant. 100% 100%
Cerium Finance
Sp. z o.o.
Warsaw Other Conducting financial activities, in particular
comprising direct granting of loans and leasing of
non-current assets to the CIECH Group
companies. The company was merged with CIECH
Soda Polska S.A. and Beta Cerium Sp. z o.o. in the
fourth quarter of 2018.
- 100%
Gamma Finanse
Sp. z o.o.***
Warsaw Other Financing activities. 100% 100%
CIECH Sarzyna Group
CIECH Sarzyna S.A. Nowa
Sarzyna
Organic Manufacture of resins, manufacture of pesticides
and other chemical products.
100% 100%
Verbis KAPPA
Sp. z o.o.
Nowa
Sarzyna
Organic General partner of Verbis KAPPA Sp. z o.o. SKA,
other financial intermediation.
100% 100%
Verbis KAPPA
Sp. z o.o. SKA
Nowa
Sarzyna
Organic Other financial intermediation. 100% 100%
Algete Sp. z o.o. Nowa
Sarzyna
Organic Granting CIECH Sarzyna Group companies the
license for using the trademark of "Chwastox" for
the purpose of business.
100% 100%
SDC Group
SDC GmbH Stassfurt,
Germany
Soda 100% 100%
CIECH Soda
Deutschland
GmbH&Co. KG
Stassfurt,
Germany
Soda Manufacture of other basic inorganic chemicals, 100% 100%
Sodawerk Holding
Stassfurt GmbH
Stassfurt,
Germany
Soda wholesale of chemical products, power
generation and distribution.
100% 100%
Sodawerk Stassfurt
Verwaltungs GmbH
Stassfurt,
Germany
Soda 100% 100%
CIECH Energy
Deutschland GmbH
Stassfurt,
Germany
Soda 100% 100%
Kaverngesellschaft
Stassfurt GbmH****
Stassfurt,
Germany
Soda 50% 50%

*Number of shares / votes at the GMS attributable directly to CIECH S.A. — 83.03%, indirect share through CIECH Soda Polska S.A. — the remaining 16.97%.

**Shares in the share capital acquired by CIECH S.A. – 99.18% and CIECH Soda Polska S.A. – 0.82%.

***Shares in the share capital acquired by CIECH S.A. – 1.4% and CIECH Soda Polska S.A. – 98.6%.

****Jointly-controlled company accounted for under the equity method.

5.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES

When selecting entities for consolidation, the Management Board was guided by the criteria of significance of their financial data (according to the concept assumptions of IFRS), for executing the obligation of an actual and reliable image of the material and financial situation, and the financial result of the Group.

The total share of data of subsidiaries not covered by consolidation under the full method, due to their irrelevance, in relation to the total values of the CIECH Group for the period from 1 January 2019 to 30 June 2019 does not exceed 1% of total consolidated assets of the Group and 2% of consolidated net revenues from sales of goods and products and financial operations.

Aggregated data of associates and jointly-controlled which were not measured under the equity method for the period from 1 January 2019 to 30 June 2019 did not exceed 2% of the total consolidated equity of the CIECH Group.

5.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP IN THE FIRST HALF OF 2019

CIECH R&D Sp. z o.o.

On 22 November 2018, the Extraordinary Shareholders' Meeting of CIECH R&D Sp. z o.o. increased the Company's share capital by PLN 2 thousand, i.e. from PLN 40,005 thousand to PLN 40,007 thousand through creation of new, equal and indivisible shares with a value of PLN 50 per share. The right to acquire 40 new shares with a total nominal value of PLN 2 thousand was granted to CIECH S.A. in exchange for a cash contribution of PLN 2,200 thousand, where the amount of PLN 2,198 thousand represented the share premium allocated to the supplementary capital. The court registered the share capital increase on 23 January 2019.

Vasco Polska Sp. z o.o. (presently CIECH Żywice Sp. z o.o.)

On 14 November 2018, the Extraordinary Shareholders' Meeting of Vasco Polska Sp. z o.o. increased the Company's share capital 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 pre-emptive right of existing shareholders to acquire new shares in the increased share capital pro rata to their respective holdings in the share capital was waived. 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 represents the share premium and was allocated to the supplementary capital. By way of a representation of 15 November 2018, CIECH S.A. acquired the new shares. The Court registered the increase of the Company's share capital on 11 January 2019.

On 15 November 2018, CIECH S.A. and a minority shareholder signed an agreement on the sale of 100 shares in Vasco Polska sp. z o.o. with a nominal value of PLN 50 per share, representing 10% of the Company's share capital in total. Following the aforementioned operations, CIECH S.A. was registered by the Court as the sole shareholder of the Company on 11 January 2019.

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 will be credited to the supplementary capital as the share premium. On 8 July 2019, 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 from Inowrocław to Nowa Sarzyna. On 31 July 2019, the Court registered the increase in the Company's share capital and its new registered office and on 13 August registered change of the Company's name.

Bosten S.A.

On 29 April 2019, the Extraordinary Shareholders' Meeting of BOSTEN S.A. increased the Company's share capital by PLN 100, i.e. from PLN 100 thousand to PLN 100.1 thousand. The share capital was increased through the issue of 10 new, equal and indivisible series C bearer shares numbered from 001 to 010, with a nominal value of PLN 10 each and a total nominal value of PLN 100. The issue price of series C shares was PLN 17.1 per share. The series C shares of the new issue were acquired by CIECH SA, the sole shareholder of the Company, in exchange for a cash contribution of PLN 171 thousand. The share premium was transferred to the Company's supplementary capital. Until the publication of this report, the court has not registered the described increase of the share capital.

5.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP IN THE FIRST HALF OF 2019

Appointment of a Supervisory Board Member

On 28 January 2019, the Extraordinary Shareholders' Meeting of CIECH S.A. appointed Mr Marek Kośnik to the Supervisory Board.

Review of the Group's structure

On 19 March 2019, the Management Board of CIECH S.A. adopted a resolution to initiate a detailed review of the following options:

  • changes to the corporate and organisational structure of the CIECH Group, with particular emphasis on the target model in the form of a holding company with a division of competences between individual business areas and the headquarters;
  • changes to the asset structure of the CIECH Group.

This review is aimed at achieving the key objective under the Strategy, i.e. creating an effective and fully diversified chemical holding company that generates positive value for shareholders in the long term. This goal is also to be achieved by building value through changes in the asset portfolio and focusing on areas of key importance for the CIECH Group's operations.

As part of the review, CIECH S.A. will carry out a detailed analysis of the corporate and organisational model of the CIECH Group, and possible measures aimed at its optimisation in order to adjust the CIECH Group's structure to the challenges arising from the Strategy. Measures considered may include, among others, transfer of individual assets within the Company's group, as well as acquisition and divestment of selected assets. The analyses conducted by CIECH S.A. will be combined with the research of the mergers and acquisitions market in various areas.

Pursuant to the decision of the Management Board of CIECH S.A., the review of the options of changes in the asset structure will primarily concern the following companies: CIECH Pianki Sp. z o.o. and CIECH Trading S.A.

The Management Board of CIECH S.A. stipulates that no decision has been made in relation to the selection of any particular option of specific changes to the corporate and organisational structure of the CIECH Group, or the structure of its assets. Thus, it is not certain whether or not, and if so – when, such decisions will be taken in the future.

Collective redundancy procedure

On 20 March 2019, CIECH Soda Romania S.A. made a decision to initiate the procedure of collective redundancies. The reason for the planned collective redundancies is the need to restructure fixed costs by reducing the level and the costs of employment in the company. For details, see current report No 9/2019.

New financing

On 18 April 2019, the CIECH S.A. as the borrower and its subsidiaries – CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Romania S.A., Ciech Energy Deutschland GmbH and CIECH Soda Deutschland GmbH & Co. KG as the guarantors ("Guarantors") entered into three revolving credit facilities agreements. The Credit Facilities Agreements were concluded by and between the Company and the Guarantors, and the following banks: (i) Bank Polska Kasa Opieki S.A. – up to the amount of PLN 300,000 thousand, (ii) BNP Paribas Bank Polska S.A. – up to the amount of PLN 92,788 thousand, and (iii) Banco de Sabadell S.A., London Branch – up to the amount of EUR 25,000 thousand. For details, see current report No 13/2019.

Termination of agreement for the supply of process steam

On 18 June 2019, a subsidiary of CIECH S.A. – CIECH Soda Romania S.A. – received a notice of termination of the agreement of 1 April 2019 for the supply of process steam by the main supplier of process steam, S.C. CET Govora S.A. in composition bankruptcy based in Romania ("CET"). The notice period of the Agreement is three months. The reason for termination of the agreement is the inability of CET to deliver process steam on the terms specified in the Agreement, which in the opinion of CIECH Soda Romania S.A. is related to an accident which occurred in the CET coal mine. At the same time, CET emphasised in its letter the willingness to continue cooperation with CIECH Soda Romania S.A. and invited the company to immediately commence discussions related to the determination of the new terms and conditions for the supply of process steam that will apply after the notice period. Other information concerning the termination is provided in item 2.15 hereof.

Decision to launch the preparatory phase of significant investment projects in the energy sector

On 28 May 2019, the Management Board of the CIECH S.A. decided to launch the preparatory phase of significant investment projects in the energy sector. The investment projects planned will be implemented by a subsidiary of CIECH S.A. – CIECH Soda Polska S.A., in its two locations: Janikowo and Inowrocław. As part of the Project, the construction of new production sources powered by gaseous fuel is being considered.

The purpose of the planned investment in CIECH Soda Polska S.A. is to increase the efficiency and availability of the energy area which will translate, among others, into an increase in the volume of soda production by limiting production losses and generating production reserves of steam. At the same time, the implementation of the energy mix will contribute to reducing CO2 emissions.

The preparatory phase of the investment projects involves, among others, tender proceedings related to the selection of the designer, preparation of project documentation, verification of the market conditions for the planned Project, and obtaining relevant administrative decisions.

The value of the aforementioned investment projects is estimated at approx. PLN 250 – 300 million. The approximate time of implementation of these projects is about 3 years. The effects of the implemented project will have a positive impact on the consolidated financial performance of the CIECH Group. The final decision on the implementation of the investment project will be made within the next few quarters and will depend on, among other factors, market conditions and obtaining relevant administrative decisions.

5.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP

5.5.1. BASIC FINANCIAL DATA

During the first half of 2019, the CIECH Group earned net profit from continuing operations of PLN 80,861 thousand, net cash decreased by PLN 12,366 thousand and the balance sheet total as at the end of the first half of 2019 amounted to PLN 4,855,534 thousand. The table below presents selected financial data and basic financial ratios for the first half of 2019 and 2018.

Selected financial data

01.01.-30.06.2019 01.01.-30.06.2018 Change 2019/2018
CONTINUING OPERATIONS
Sales revenues 1,897,350 1,819,175 4.3%
Cost of sales (1,491,308) (1,404,920) (6.1%)
Gross profit/(loss) on sales 406,042 414,255 (2.0%)
Selling costs (136,433) (134,086) (1.8%)
General and administrative expenses (103,892) (79,349) (30.9%)
Other operating income/expense (21,091) 25,457 -
Operating profit/(loss) 144,626 226,277 (36.1%)
Net financial income/expenses (31,354) (3,209) (877.1%)
Share of profit of equity-accounted investees 763 13 5769.2%
Income tax (33,174) (50,272) 34.0%
Net profit/(loss) on continuing operations 80,861 172,809 (53.2%)
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - -
Net profit / (loss) for the period 80,861 172,809 (53.2%)
including:
Net profit/(loss) attributed to non-controlling interest (269) 317 -
Net profit/(loss) attributable to shareholders of the parent company 81,130 172,492 (53.0%)
EBITDA from continuing operations 298,458 353,645 (15.6%)
Adjusted EBITDA from continuing operations* 335,290 339,716 (1.3%)

* Principles of calculating EBITDA and adjusted EBITDA have been described in section "Ratio calculation methodology". EBITDA and adjusted EBITDA are presented in other sections, and are taken into account when calculating selected financial ratios.

5.5.2. SALES REVENUES

Consolidated net sales revenues from continued operations of the CIECH Group for the first half of 2019 amounted to PLN 1,897,350 thousand. Compared to the corresponding period of the previous year, revenues increased by PLN 78,175 thousand.

This increase was driven both by market factors such as an increase in the prices of soda on both the European and the socalled overseas markets (USD prices), an increase in salt prices, as well as by internal factors such as higher sales of silicate as a result of conversion of one of the furnaces for production of packaging into a furnace for production of silicates in 2018. The increase in sales as compared to the first half of 2018 was also driven by the consolidation of figures reported by Proplan, a company acquired in the third quarter of 2018.

In the first half of 2019, the CIECH Group's activities were focused on four business segments: soda, organic, silicates and glass, and on the transport segment. These segments generate in total more than 90% of the Group's sales revenues. The structure of sales revenues, by business segment, has not changed significantly in comparison with 2018. Invariably, the largest share in revenues was attributed to the sales of soda segment products, i.e. 66.9%.

Sales revenues — business segments

01.01.-30.06.2019 01.01.-30.06.2018 Change 2019/2018 Change %
Soda segment, including: 1,273,408 1,216,291 57,117 4.7%
Dense soda ash 691,304 647,477 43,827 6.8%
Light soda ash 258,342 252,190 6,152 2.4%
Salt 98,649 86,868 11,781 13.6%
Sodium bicarbonate 83,972 79,732 4,240 5.3%
Energy 77,058 76,018 1,040 1.4%
Gas* - 2,171 (2,171) -
Calcium chloride 12,701 12,830 (129) (1.0%)
Other products 19,338 32,020 (12,682) (39.6%)
Revenues from inter-segment transactions 32,044 26,985 5,059 18.7%
Organic segment, including: 473,555 426,780 46,775 11.0%
Resins 161,792 169,612 (7,820) (4.6%)
Polyurethane foams 137,615 164,026 (26,411) (16.1%)
Crop protection chemicals 168,691 79,943 88,748 111.0%
Other 5,277 11,753 (6,476) (55.1%)
Revenues from inter-segment transactions 180 1,446 (1,266) (87.6%)
Silicates and Glass segment, including: 123,918 120,288 3,630 3.0%
Sodium silicates 84,393 77,485 6,908 8.9%
Potassium silicates 3,338 2,192 1,146 52.3%
Container glass 35,680 39,563 (3,883) (9.8%)
Other 374 967 (593) (61.3%)
Revenues from inter-segment transactions 133 81 52 64.2%
Transport segment, including: 70,428 72,422 (1,994) (2.8%)
Transport services 5,810 6,931 (1,121) (16.2%)
Revenues from inter-segment transactions 64,618 65,491 (873) (1.3%)
Other segment, including: 72,877 88,812 (15,935) (17.9%)
Revenues from third parties 53,016 77,397 (24,381) (31.5%)
Revenues from inter-segment transactions 19,861 11,415 8,446 74.0%
Consolidation adjustments (116,836) (105,418) (11,418) (10.8%)
TOTAL 1,897,350 1,819,175 78,175 4.3%

* Resale of surpluses of the gas purchased.

5.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS)

After the first half of 2019, gross profit on sales amounted to PLN 406,042 thousand, whereas in the same period of the previous year it amounted to PLN 414,255 thousand. The operating profit amounted to PLN 144,626 thousand, in the comparable period it amounted to PLN 226,277 thousand.

The following had a positive impact on the presented results:

  • Favourable economic situation in the domestic economy and chemical industry confirmed by an increase in industrial output sold by 5.1% in the first half of 2019 (in constant prices as compared to the corresponding period of the previous year).
  • Strong increase in domestic sales of construction and assembly production by 6.6% during the first six months of 2019 in comparison to the same period of the previous year (the chemical industry produces many raw materials and semifinished products used in this production).
  • Stable demand on the European market.
  • A few percent increase in the prices of sodium carbonate on European markets.
  • Increase in soda prices on the so-called overseas markets (USD prices).
  • Increase in salt prices.
  • Inclusion of Proplan, a company acquired in the third quarter of 2018, in consolidation.
  • Lower gas prices.
  • Slightly lower crude oil prices on the global markets (by a few percent in the first half of 2019 compared to the corresponding period of the previous year) and, consequently, lower prices of some raw materials for the organic industry – favourable for operations in the organic segment of the CIECH Group.
  • Higher sales of silicates resulting from the conversion of one of the furnaces for production of packaging into a furnace for production of silicates, and increase in silicate prices on the European market in 2018.

The following had a negative impact on the presented results:

  • Continuing high prices of CO2 units, as well as prices of energy raw materials purchased by the Group.
  • A downward trend in prices of epoxy resins in Europe in the first half of 2019, to levels that are significantly lower than those of the corresponding period of the previous year – as a result of significant oversupply of Asian resins in Europe and, consequently, price pressure from competitors and decline in margins.
  • Lower demand for PUR foams from the furniture and mattress sectors lower exports of furniture and mattresses to the German market.
  • Increase in fixed costs related to wage pressure and costs related to the implementation of the maintenance programme.
  • Increase in costs related to the recognition of a provision for a long-term incentive scheme for the key management personnel of the CIECH Group.
  • Creation of write-offs of tangible fixed assets in the subsidiary CIECH Soda Romania S.A. in connection with the potential suspension of production in the company - details are described in sections 2.6 and 2.15 of this report.

The EBIT margin for the first half of 2019 amounted to 7.6% (12.4% in the prior year), and the EBITDA margin amounted to 15.7% (19.4% in the prior year). The EBIT margin (excluding one-off events) for first half of 2019 amounted to 9.6% (11.7% in the prior year), and the EBITDA margin (excluding one-off events) amounted to 17.7% (18.7% in the prior year).

5.5.4. FINANCING ACTIVITIES AND NET PROFIT/LOSS

Financial income for the first half of 2019 amounted to PLN 3,808 thousand and decreased compared to the corresponding period of the previous year, when it amounted to PLN 21,316 thousand.

Financial expenses for the first half of 2019 amounted to PLN 35,162 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 24,525 thousand. The area of financing activities was mainly affected by higher interest on loans and interest on newly identified leases, in accordance with IFRS 16.

The consolidated net profit for the first half of 2019 amounted to PLN 80,861 thousand (of which PLN 81,130 thousand was a net profit attributable to the shareholders of the parent company and PLN -269 thousand as the loss of non-controlling shares). The decrease in net profit as compared to the corresponding period of 2018 results from lower results from primary activities and write-offs of tangible fixed assets created in CIECH Soda Romania S.A.

5.5.5. ASSET POSITION OF THE CIECH GROUP

Basic consolidated balance sheet data

30.06.2019 31.12.2018 Change 2019/2018
Total assets 4,855,534 4,822,132 0.7%
Total non-current assets 3,559,538 3,549,574 0.3%
Total current assets 1,295,996 1,272,558 1.8%
Inventory 421,780 438,518 (3.8%)
Current receivables 671,320 611,279 9.8%
Cash and cash equivalents 177,831 192,139 (7.4%)
Short-term financial assets 24,275 29,832 (18.6%)
Non-current assets held for sale 790 790 0.0%
Total equity 1,971,835 1,899,127 3.8%
Equity attributable to shareholders of the parent 1,971,816 1,898,839 3.8%
Non-controlling interest 19 288 (93.4%)
Total non-current liabilities 1,961,721 1,636,755 19.9%
Total current liabilities 921,978 1,286,250 (28.3%)

Assets

As at the end of the first half of 2019, the Group's non-current assets amounted to PLN 3,559,538 thousand. As compared to the balance as at 31 December 2018, the value of non-current assets increased by PLN 9,964 thousand.

This change is attributable to the introduction of measurement of rights to use an asset to the financial statements, in accordance with IFRS 16 Leases. As at 30 June 2019, the total effect on the Group's non-current assets was PLN 113,367 thousand.

Additionally, at CIECH Soda Romania S.A. write-offs revaluating tangible fixed assets in relation to the potential suspension of production were created - details are presented in sections 2.6 and 2.15 of this report.

The Group's current assets amounted to PLN 1,295,996 thousand as at 30 June 2019. The largest components of current assets included: short-term receivables accounting for 51.8%, inventory accounting for 32.5% as well as cash and cash equivalents accounting for 13.7% of total current assets. Compared to the end of December 2018, the value of current assets increased by PLN 23,438 thousand. This change resulted from, among other factors:

  • lower balance of cash accumulated in companies,
  • higher balance of trade receivables and factoring receivables which have not been settled as at the balance sheet date.

Capital resources

The sources of liquidity include cash flows generated from operating activities, cash from the sale of assets, cash from EU grants for capital expenditure, cash available due to the consortium facilities agreement, revolving credit facility agreement and overdraft. The Group also uses factoring agreements.

Liabilities

As at 30 June 2019, the CIECH Group's liabilities (total non-current and current) amounted to PLN 2,883,699 thousand, which is a decrease compared to the end of December 2018 by PLN 39,306 thousand (i.e. by 1.3%).

The debt ratio amounted to 59.4% as at 30 June 2019 (at the end of December 2018 to 60.6%). The consolidated net debt of the Group amounted to PLN 1,673,411 thousand as at 30 June 2019 and increased in comparison to the balance as at the end of December 2018 by PLN 171,643 thousand.

Debt instruments currently used

The Group's sources of debt financing include: term loan, revolving credit, overdrafts as well as lease liabilities. Additional information about the management of financial resources is provided in item 4.6. of the Management Board Report on Activities of the CIECH Group and CIECH S.A. in 2018, published on 25 July 2019.

5.5.6. CASH POSITION OF THE CIECH GROUP

01.01.-30.06.2019 01.01.-30.06.2018 Change 2019/2018
Net cash from operating activities 106,907 211,818 (49.5%)
Net cash from investment activities (157,132) (209,597) 25.0%
Net cash from financial activities 37,859 (7,105) -
Total net cash flows (12,366) (4,884) (153.2%)
Free cash flow (50,225) 2,221 -

Total net cash flows in the first half of 2019 was negative and amounted to PLN 12,366 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were lower by PLN 7,482 thousand. Cash flows from operating activities were positive and amounted to PLN 106,907 thousand. They decreased as compared to the same period in 2018 by PLN 104,911 thousand.

During the first half of 2019, the net cash flows from investing activities were negative, which was mainly the result of expenses for an investment programme implemented by the Group. The net cash from financing activities was positive and amounted to PLN 37,859 thousand, as inflows were higher than cash spent on the repayment of credit facilities.

01.01.-30.06.2019 01.01.-30.06.2018
Financial surplus ((net profit/(loss) on continuing operations + depreciation) 234,693 300,177
Other adjustments to net profit/(loss) on continuing operations 7,199 33,269
Adjusted financial surplus (1+2) 241,892 333,446
Change in working capital (134,985) (121,628)
Net cash from operating activities (3+4) 106,907 211,818
Net cash from investing activities (157,132) (209,597)
Free cash flow (5+6) (50,225) 2,221

During the first half of 2019, the CIECH Group generated negative free cash flows i.e. it was unable to finance its capital expenditure with cash flows from operating activities.

5.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP

Liquidity of the CIECH Group

Liquidity ratios as at 30 June 2019 increased as compared to their level as at 31 December 2018. The current ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.41 as at 30 June 2019, while the quick liquidity ratio amounted to 0.95.

30.06.2019 31.12.2018
Current ratio 1.41 0.99
Quick ratio 0.95 0.65

Working capital of the CIECH Group

As at the end of the first half of 2019, working capital, defined as the difference between current assets and short-term liabilities, adjusted by relevant balance sheet items (cash and cash equivalents and short-term loans) was positive and amounted to PLN 319,705 thousand, which is an increase by PLN 230,631 thousand compared to the end of 2018.

30.06.2019 31.12.2018
1. Current assets, including: 1,295,996 1,272,558
Inventory 421,780 438,518
Trade receivables and services and advances for deliveries 423,085 377,072
2. Cash and cash equivalents and short-term investments 202,106 221,971
3. Adjusted current assets (1-2) 1,093,890 1,050,587

30.06.2019 31.12.2018
4. Current liabilities, including: 921,978 1,286,250
Trade liabilities and advances taken 316,567 447,871
5. Short-term credits and other current financial liabilities* 147,793 324,737
6. Adjusted current liabilities (4-5) 774,185 961,513
7. Working capital including short-term credits(1-4) 374,018 (13,692)
8. Working capital (3-6) 319,705 89,074

* Other short-term financial liabilities include current lease liabilities + current derivative liabilities + factoring liabilities.

The CIECH Group's profitability ratios

During the first half of 2019, profitability ratios of the CIECH Group in respect of the continuing operations were at a lower level than in the first half of 2018.

THE CIECH GROUP'S PROFITABILITY RATIOS

01.01.-30.06.2019 01.01.-30.06.2018 Change 2019/2018
CONTINUING OPERATIONS
Gross return on sales 21.4% 22.8% (1.4) p.p.
Return on sales 8.7% 11.0% (2.3) p.p.
EBIT margin 7.6% 12.4% (4.8) p.p.
EBITDA margin 15.7% 19.4% (3.7) p.p.
Adjusted EBIT margin 9.6% 11.7% (2.1) p.p.
Adjusted EBITDA margin 17.7% 18.7% (1.0) p.p.
Net return on sales (ROS) 4.3% 9.5% (5.2) p.p.
Return on assets (ROA) 1.7% 3.6% (1.9) p.p.
Return on equity (ROE) 4.1% 8.9% (4.8) p.p.
Earnings/(loss) per share (in PLN) from continuing operations 1.54 3.27 (1.73)

EBITDA (A) – adjusted EBITDA – excluding one-off events reported in particular quarters. Source: CIECH S.A.

Indebtedness

The debt ratio decreased slightly in comparison to December 2018 and amounts to 59.4%. On the other hand, the relative level of net debt (net financial liabilities in relation to EBITDA) increased as compared to the end of 2018. The increase in debt results from:

  • utilisation of available credit limits by CIECH S.A.,
  • measurement of lease liabilities in accordance with the guidelines of the new IFRS 16 Leases.
30.06.2019 31.12.2018
Loans, borrowings and other debt instruments 1,680,480 1,632,666
Lease liabilities 137,519 23,540
Factoring liabilities 26,233 20,309
Negative net valuation of derivatives 7,010 17,392
Gross debt 1,851,242 1,693,907
Cash and cash equivalents 177,831 192,139
Net debt 1,673,411 1,501,768

The CIECH Group's debt ratios

30.06.2019 31.12.2018 Change 2019/2018
Debt ratio 59.4% 60.6% (1.2) p.p.
Long term debt ratio 40.4% 33.9% 6.5p.p.
Debt to equity ratio 146.2% 153.9% (7.7) p.p.
Equity to assets ratio 40.6% 39.4% 1.2 p.p.
Gross debt 1,851,242 1,693,907 9.3%
Net debt 1,673,411 1,501,768 11.4%
EBITDA annualised 599,217 654,403 (8.4%)
Adjusted EBITDA (annualised) 629,067 633,493 (0.7%)
Net debt / EBITDA annualised 2.8 2.3 17.4%
Net debt / Adjusted EBITDA (annualised) 2.7 2.4 12.5%
Gross debt / EBITDA annualised 3.1 2.6 11.5%
Gross debt / Adjusted EBITDA (annualised) 2.9 2.7 11.1%

Debt financing of the Group

0

500

1 000

1 500

2 000

The Group's debt financing is secured mainly through loans made available to CIECH S.A. under:

  1. The Facilities Agreement dated 9 January 2018:

  2. o term loan in the amount of PLN 1,212,520 thousand and EUR 30,000 thousand (the total amount of the loan as at 30 June 2019 was PLN 1,340,080 thousand),

  3. o revolving credit facility granted to CIECH S.A. in the amount of up to PLN 250,000 thousand (the amount of used credit as at 30 June 2019 was PLN 140,000 thousand),

  4. overdraft facilities up to PLN 100,000 thousand and EUR 10,000 thousand under agreements dated 28 and 29 August 2018 (as at 30 June 2019, the amount used was PLN 84,309 thousand),

  5. revolving credit facilities up to PLN 300,000 thousand, PLN 92,788 thousand and EUR 25,000 thousand, under three agreements dated 18 April 2019 (as at 30 June 2019, the amount used was PLN 106,300 thousand).

Detailed information about loan liabilities is disclosed in item 4.6.1 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2018, published on 25 July 2019.

0,5 1 1,5 2 2,5 3 3,5 4 4,5 5 5,5 6

Factors and events that may affect future performance

In the opinion of the Management Board of CIECH S.A. in further months of 2019 the trends observed in the past few months will continue. Pursuant to the Strategy, the CIECH Group will focus on the following actions conducive to further development:

  • further development of the soda business, including through a focus on the development of specialist products;
  • further development of other business lines, both in the soda segment and in other segments, in particular increasing the efficiency of the Agro area in CIECH Sarzyna S.A., actions aimed at registering new products;
  • further actions aimed at optimising the utilisation level of capacity in all production companies of the Group;
  • continuous process of improving business and operational processes in all companies of the CIECH Group.
  • further analysis of the corporate and organisational model of the CIECH Group, and possible measures aimed at its optimisation in order to adjust the CIECH Group's structure to the challenges arising from the Strategy. Measures considered may include, among others, transfer of individual assets within the CIECH Group, as well as acquisition and divestment of selected assets (for details, see page 56 hereof).

However, one should keep in mind that the financial performance of the CIECH Group is affected by both the situation on main markets of the Group's operations and the global macroeconomic situation.

5.6. SIGNIFICANT RISK FACTORS

In connection with its operations, the CIECH Group is exposed to a number of risks, including financial risks. The most important risk factors are presented in details in item 3.4 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2018, published on 25 July 2019.

During the first half of 2019, no new risks occurred, and the previously identified factors have not changed significantly, except for the risk related to the availability of raw materials in connection with the termination of the contract for the supply of process steam on 18 June 2019. The risk related to the supply of process steam was estimated as high and the details are provided in item 2.15 hereof. There were no significant changes in relation to the Group's risk management policy.

Exposure to currency risk

The table below presents the estimated currency exposure of the CIECH Group in EUR and USD as at 30 June 2019 due to financial instruments (for EUR – excluding figures of the SDC Group, Ciech Group Financing AB and Proplan Plant Protection Company, S.L, because EUR is their functional currency):

Exposure to currency risk EUR ('000) USD ('000) Impact on the statement
of profit or loss
Impact on the statement
of other comprehensive
income*
Assets
Loans granted sensitive to FX rate changes 94,100 - x
Trade and other receivables 26,696 18,771 x
Cash including bank deposits 18,939 5,172 x
Liabilities
Trade and other liabilities (10,990) (6,881) x
Term loan liabilities (30,000) - x
Working capital facility liabilities (25,000) - x
Other liabilities in respect of credits and loans (12,269) - x
Hedging instruments: Forward (40,479) (36,700) x
Forward (not designated to hedge accounting) (2,700) - x
CIRS (not designated to hedge accounting) (8,000) - x
Hedging instruments: CIRS (forward transactions
isolated as part of decomposition of CIRS)
(209,715) - x
Total exposure (199,418) (19,638)

* 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 30 June 2019.

Analysis of sensitivity to currency risk – EUR (PLN '000)* Impact on the statement of
profit or loss
Impact on the statement of
other comprehensive income
EUR
Foreign-currency balance sheet items 508 808 (300)
Hedging instruments: Forward and CIRS (2,502) - (2,502)
USD
Foreign-currency balance sheet items 171 171 -
Hedging instruments: Forward (367) - (367)

Increase of EUR/PLN or USD/PLN exchange rate by 1 grosz.

The CIECH Group applies hedge accounting.

5.7. FULFILMENT OF PROFIT FORECASTS PREVIOUSLY PUBLISHED FOR A GIVEN YEAR IN THE LIGHT OF THE RESULTS DISCLOSED IN THE REPORT AGAINST THE FORECAST RESULTS

The CIECH Group did not publish any forecasts for 2019.

5.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT SIX MONTHS

The CIECH Group business is largely based on the production and sales of chemical products used as raw materials and semi-finished goods in a wide range of industries, including the glass, detergent, furniture, automotive, construction, food, agricultural, pharmaceutical, chemical and consumer goods industries. The demand for the CIECH Group customers' products depends on a number of factors, including general economic conditions.

Costs of labor and energy, interest rates and other macroeconomic factors also have a significant impact on the Group's operations. Due to the fact that a significant portion of the Group's revenue and expenses is generated in foreign currencies, changes in exchange rates also affect its financial performance.

As a result, the volume and profitability of the CIECH Group companies' sales depend on these variables as well as on the economic situation in Poland, Europe, and worldwide.

Situation in industries of recipients of products of the Group in Poland

Poland is the largest market of the CIECH Group. The direct, most important domestic recipients of the Group's products include: glass industry, chemical and plastic products industries, agriculture, furniture industry, food industry and construction industry. The development of these sectors of the economy depends on the economic situation in Poland.

According to the data of the Central Statistical Office, the sold industrial output at constant prices during the first 6 months of 2019 increased by 5.1% as compared with the corresponding period of the previous year (in 2018 — an increase by 6.2%). In the current year, the relevant dynamics of production in the industries of significant importance to the Group's activities (as receiving or target markets) were: chemicals and chemical products (increase by 6.8%); rubber and plastic products (increase by 7.2%); manufacture of motor vehicles (increase by 4.2%); manufacture of furniture (increase by 3.2%; including bedroom furniture – decrease by 6.8%, in terms of volumes); manufacture of food (increase by 4.2%); manufacture of paints and other coating products (increase by 6.6%, in terms of volumes), construction and assembly production (increase by 6.6%).

After last year's continued high rate of the Polish economic growth (GDP growth rate of 5.1% according to the Central Statistical Office), a slight slowdown is recorded in Poland in 2019 (the European Commission projects that GDP growth will amount to 4.4%). Similar trends should be expected in the chemical industry which usually develops similarly to the economy as a whole.

Economic situation in Europe and in the world

The activity of the CIECH Group is based, in a considerable part, on the sales of chemical products on foreign markets. The level of profitability on sales depends on the global economic situation in Europe and in the world. Global economic downturn usually results in the fall of the demand for raw materials on global markets and hence on the amount of export turnover of the Group.

As projected by the International Monetary Fund, the dynamics of global economic development is expected to weaken slightly in 2019 year on year (GDP growth by 3.2% vs. 3.6% in 2018 as a result of, among other factors, increased trade barriers between the USA and China and growing uncertainty about economic policy in some large economies). The largest Asian economies will continue grow relatively quickly (India, China, and ASEAN countries, for which the GDP growth indicators in 2019 should be, respectively: 7.0%, 6.2%, 5.0%). Among large economies, the relatively weaker conditions are expected in the current year in Japan, Russia and Brazil (expected GDP growth rates in 2019 of 0.9%, 1.2% and 0.8% respectively). According to the IMF, a clear acceleration in 2019 can be expected in sub-Saharan Africa (South Africa).

In European Union, the current relatively good economic situation is expected to slow down significantly (GDP growth in EU 28 by 1.4% in 2019 vs. 2.0% in 2018, according to the European Commission's forecasts).

For the chemical sector, the American Chemical Chamber (ACC) expects that this year the growth rate of global chemicals production will increase for another year in a row by approx. 3%.

On the other hand, a certain stagnation in the chemical industry is expected in the European Union. According to the European Chemical Industry Council (CEFIC), in 2019 the chemical industry output of the European Union will increase slightly by 0.5%, compared to a decrease by 0.7% in the previous year. However, projections for the largest market - Germany - indicate that there may even be a significant drop in output (according to VCI – German Chemical Industry Association).

For the European construction sector, a positive but declining growth rate of construction is expected to continue for the next 2-3 years. According to Euroconstruct, construction output in Western Europe and Central Europe will increase by 1.9% in 2019, compared to 3.1% in 2018. However, in Central European countries, including Poland, much higher growth rates can be expected. As projected by Euroconstruct, in 2019 construction output in our region of Europe should increase by approx. 7.4% (compared to approx. 14% in 2018).

OTHER FACTORS AFFECTING THE CIECH GROUP'S ACTIVITIES

Factors Description Economic situation on raw material market Due to the fact that costs of raw materials account for a large share of total costs of the Group, the situation on key raw material markets (availability and price) significantly affect the CIECH Group's activities and financial performance. Price and availability of raw materials depends largely on economic and political developments across the globe. Hard coal – situation on the market depends on a number of macroeconomic factors. The largest producer of hard coal in the European Union is Poland, but EU's import of coal (primarily from Russia, Columbia, USA and Australia) is nearly two times higher than production. Most of the coal imported to the EU is power coal, i.e. coal used by the CIECH Group in the production of process steam and electricity in soda plants in Poland. Despite the fact that the Group buys it usually from Polish mines, the price of thermal coal for CIECH S.A. in a long term depends on the European and global situation in the area of demand and supply. Gas – the main energy resource used by the combined heat and power plant at the Stassfurt plant. The situation on the gas market depends on many factors, such as the price of oil, demand for gas due to the current weather conditions and the current share of gas in the energy mix. CIECH Energy Deutschland GmbH (CED) burns two types of natural gas, from local sources and imported. Gas imports to Germany are from Russia (around 40%), Norway (around 21%) and the Netherlands (around 29%). In the gas combustion process, steam and electricity are generated, which is also sold outside the Group. Gas supplies are realized on the basis of bilateral delivery contracts, long-term contracts or short-term purchases (spot). Process steam – this form of heat energy is used by CIECH Soda Romania S.A. in the production process of sodium carbonate and liquid silicates, the company buys it from an external supplier. The price of a process steam is determined within the framework of bilateral negotiations with the supplier and depends in a significant way on the current costs of fuel (natural gas and lignite), as well as the costs of issuing EUA certificates. On 18 June 2019, this agreement was terminated. See item 2.15 hereof for details. Furnace fuel (coke/anthracite) – coke prices depend primarily on prices of coking coal, from which it is produced. The largest global producer of coke is China which, at the same time, is one of the largest consumers of this raw material. In Europe, coke is produced mainly in Poland and the Czech Republic. In its business activity, the Group uses anthracite as a substitute for coke. The main source of anthracite for Europe is Russia. Due to relatively high prices of coke, in the first quarter of 2019 the Group used anthracite to a large extent in the furnace mixture. Oil-derivative raw materials – used primarily in the organic segment, are linked to oil prices. Oil prices depend primarily on macroeconomic and political factors which translate into global demand and supply situation.

Factors Description
Exchange rates of Polish
zloty (PLN) and
Romanian leu (RON) to
euro (EUR) and US dollar
(USD)
The CIECH Group's main source of exposure to foreign currency risk is related to EUR and USD in which export
sales are denominated. Weakening of PLN and RON (in which significant costs are incurred) in relation to EUR
and USD (in which a material portion of sales is made) has a positive impact on the CIECH Group's financial
performance. The Group applies natural hedging and hedging instruments.
Volume of chemical
production capacity on
markets where the CIECH
Group operates
In the sectors of mass chemical products, in which the CIECH Group operates, the capital expenditures are an
important barrier to entry, and in the case of the soda segment – an access to natural resources. For this
reason, in the scope of the most important segment of the CIECH Group, the soda segment, green field
investments are rare and generally done outside Europe.
The CIECH Group's business was significantly affected by the extension of large soda ash and sodium
bicarbonate production capacity carried out in recent years in Turkey. This affected the supply and demand
situation and prices, mainly in Europe. On the other hand, it should be noted that the commissioning of new
capacity in Turkey has been spread over several years and coincided with strong demand in markets served by
CIECH and environmental constraints in the world's largest market, China. In the next 2-3 years, new sodium
carbonate capacities will probably be commissioned mainly in China and India. In the case of China, however,
it is important to bear in mind the simultaneous efforts of the authorities to protect the environment and the
related possible further shutdowns of some old or inefficient factories. Therefore, there is still a considerable
uncertainty about the balance of capacity changes in this country. Other investment projects that could
significantly increase global supply are being considered in the US. However, they will rather be implemented
in the longer perspective of 4-5 years.
REACH system implementation
Environmental
requirements
In accordance with the REACH regulation, the Group's companies selling substances in quantities exceeding
1 tonne p.a. have completed or plan to complete full registration of these substances by defined deadlines,
which will enable them to continue their operations in the current scope.
Emission trading system
Production companies of the CIECH Group are included in the emission trading system. External analyses
performed by the CIECH Group companies indicate that the amount of free CO2 emission allowances in the
rd settlement period (2013–2020) will be insufficient to cover the actual demand for this type of
3
settlement units. In addition to the direct costs connected with the purchase of CO2 emission allowances,
the CIECH Group companies will bear higher costs of electricity due to their assumption of the costs of
purchase of emission allowances from the producers.

5.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING

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. The number of shares and their nominal value has not changed since the last reporting period.

SHAREHOLDERS

As of the date of publishing the previous financial statements (i.e. the date of publication of the Extended consolidated quarterly report of the CIECH Group for the first quarter of 2019, i.e. 25 July 2019), CIECH S.A. has not received any information about a change in interests held by shareholders in the total number of shares. Therefore, to the best knowledge of CIECH S.A., as at the day of approving this report, shareholders holding significant blocks of shares (at least 5%) include the following entities:

Shareholder structure of CIECH S.A. as at the date of approval of the report (according to the best knowledge of the
Company)
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.
with its registered office
in Luxembourg*
Ordinary
bearer
26,952,052 26,952,052 51.14% 51.14%
Nationale-Nederlanden
Otwarty Fundusz
Emerytalny**
Ordinary
bearer
3,300,000 3,300,000 6.26% 6.26%
Other Ordinary
bearer
22,447,857 22,447,857 42.60% 42.60%

* 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 Ordinary General Meeting of Shareholders of CIECH S.A. on 22 August 2019, CR 35/2019 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).

5.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY MANAGEMENT AND SUPERVISORY BODIES OF CIECH S.A.

The following Members of the Management Board of CIECH S.A. and of the Supervisory Board of CIECH S.A. held shares of CIECH S.A. as at 30 June 2019:

Mr Artur Osuchowski – Member of the Management Board of CIECH S.A., held 65,195 shares of CIECH S.A.

As at 30 June 2019, Mr Sebastian Kulczyk – President of the Supervisory Board of CIECH S.A., held indirectly 26,952,052 shares of CIECH S.A., representing 51.14% of the company's share capital.

Other Management Board Members of CIECH S.A. and Supervisory Board Members of CIECH S.A. did not hold any shares of the Company as at 30 June 2019.

The following Members of the Management Board of CIECH S.A. held shares of CIECH S.A. as at the date of approval hereof, i.e as at 10 September 2019:

Mr Dawid Jakubowicz – President of the Management Board of CIECH S.A. held 5,713 shares of CIECH S.A.

Mr Artur Osuchowski – Member of the Management Board of CIECH S.A. held 65,195 shares of CIECH S.A.

Mr Mirosław Skowron – Member of the Management Board of CIECH S.A. held 1,930 shares of CIECH S.A.

In addition, Mr Rafał Czubiński – Managing Director of CIECH S.A. held 1,950 shares of CIECH S.A. as at 10 September 2019.

Managers and supervisors of CIECH S.A., as at 30 June 2019 and the date of approval hereof, did not hold any shares in other companies of the CIECH Group and this situation did not change in the period from the publication of the Extended consolidated quarterly report of the CIECH Group for the first quarter of 2019, i.e. from 25 July 2019.

5.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY

5.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP

As at 30 June 2019, the CIECH Group did not have any significant disputed liabilities of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the cases described in item 2.13, in "Audits of tax settlements at the CIECH Group", and the case described below:

Case brought by OOO GK ZEMLYAKOFF against CIECH Sarzyna S.A. for payment

Subject of the claim: compensation for improper performance of the contract. Value of the dispute: USD 7,566 thousand. On 4 March 2019, CIECH Sarzyna S.A. received a counter-claim from OOO GK ZEMLYAKOFF for payment of USD 7,566 thousand with statutory interest for delay from the date of filing the lawsuit (30 November 2016). The amount claimed by OOO GK ZEMLYAKOFF constitutes compensation for improper performance of the contract consisting in the delivery of a defective crop protection product called Expert Trio OF KE. In order to demonstrate the damage suffered, witnesses and documents from Zemlyakoff were appointed, including agreements between Zemlyakoff and counterparties (Zemlyakoff claims that the damage is the loss of profit resulting from the termination of a commercial relationship due to a defective product, in particular with two main counterparties). Zemlyakoff presented the same evidence in response to the lawsuit brought by CIECH Sarzyna S.A. for payment. Given the evidence submitted, Zemlyakoff's claim for damages, disregarding its unfoundedness (CIECH Sarzyna S.A. consistently denies responsibility for the product's defectiveness), has not been demonstrated in terms of the existence of damage, its amount and adequate causation. According to CIECH Sarzyna S.A. and its representative, the claim should be dismissed. On 31 May 2019, the Regional Court in Rzeszów, acting as the court of the first instance, dismissed the counterclaim and awarded CIECH Sarzyna S.A. the requested amount plus interest. The judgment is not final.

5.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP

As at 30 June 2019, the CIECH Group did not hold any significant disputed receivables of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies.

5.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY

Information about loan or borrowing sureties or guarantees is presented in item 2.13 hereof.

Letters of support

As at 30 June 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 30 June 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.

5.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES

Information on transactions with related parties is presented in item 2.11 hereof.

RATIO CALCULATION METHODOLOGY

Principles of ratio calculation (according to the data for continuing operations):

EBITDA (%) (operating profit + amortization/depreciation for a given period)/ net revenues from sales of products,
services, goods and materials in a given period
Adjusted EBITDA (%) EBITDA excluding one-off events, the more important of which were described in section 2.5 / net
revenues from sales of products, services, goods and materials for a given period
gross return on sales gross profit on sales for a given period / net revenues from sales of products, services, goods and
materials for a given period
return on sales profit for a given period / net revenues from sales of products, services, goods and materials for a given
period
EBIT margin operating profit for a given period / net revenues from sales of products, services, goods and materials
for a given period
EBITDA margin (operating profit + amortization/depreciation for a given period)/ net revenues from sales of products,
services, goods and materials in a given period
adjusted EBIT
margin
operating profit for a given period excluding one-off events, the more important of which were
described in section 2.5 / net revenues from sales of products, services, goods and materials for a given
period
adjusted EBITDA
margin
EBITDA excluding one-off events, the more important of which were described in section 2.5 / net
revenues from sales of products, services, goods and materials for a given period
net return on sales (ROS) net profit for a given period / net revenues from sales of products, services, goods and materials for a
given period
return on assets
(ROA)
net profit for a given period/total assets at the end of a given period
return on equity
(ROE)
net profit for a given period/total equity at the end of a given period
debt ratio the ratio of current and non-current liabilities to total assets; measures the share of external funds in
financing of a company's activity
long-term debt ratio the ratio of non-current liabilities to total assets; measures the share of non-current liabilities in
financing of company's activity
debt to equity ratio the ratio of total liabilities to equity
equity to assets ratio the ratio of equity to total assets; measures the share of equity in financing of a company's activity
net financial liabilities liabilities from loans, borrowings (plus overdraft) and other debt instruments (leases + liabilities from
negative valuation of derivatives calculated separately for each derivative + factoring liabilities) less cash
and cash equivalents
gross financial liabilities liabilities from loans, borrowings (plus overdraft) and other debt instruments (leases + liabilities from
negative valuation of derivatives calculated separately for each derivative + factoring liabilities)

REPRESENTATION OF THE MANAGEMENT BOARD

This Extended consolidated report of the CIECH Group for the first half of 2019 was approved by the Management Board of CIECH S.A. at its registered office on 10 September 2019.

Warsaw, 10 September 2019.

(signed on the polish original)

……………………………................................................

Dawid Jakubowicz — President of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original)

………………………………………………………………………………

Artur Osuchowski — Member 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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