Annual Report • Jul 25, 2019
Annual Report
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We are providing a courtesy English translation of our audited financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our audited financial statements, please refer to the Polish language version of our audited financial statements.
| in thousand PLN | in thousand EUR | |||
|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 12 months ended 31.12.2018 |
12 months ended 31.12.2017 |
12 months ended 31.12.2018 |
12 months ended 31.12.2017 |
| Sales revenues | 2,418,534 | 2,365,764 | 566,813 | 557,345 |
| Operating profit | 112,279 | 242,213 | 26,314 | 57,062 |
| Profit before tax | 334,013 | 301,471 | 78,280 | 71,023 |
| Net profit for the period | 270,612 | 243,907 | 63,421 | 57,462 |
| Other comprehensive income net of tax | (4,508) | 8,355 | (1,057) | 1,968 |
| Total comprehensive income | 266,104 | 252,262 | 62,365 | 59,430 |
| Cash flows from operating activities | 64,232 | 300,288 | 15,054 | 70,744 |
| Cash flows from investment activities | (268,087) | (131,486) | (62,829) | (30,977) |
| Cash flows from financial activities | (116,765) | (137,479) | (27,365) | (32,388) |
| Total net cash flows | (320,620) | 31,323 | (75,140) | 7,379 |
| Earnings (loss) per ordinary share (in PLN/EUR) | 5.13 | 4.63 | 1.20 | 1.09 |
| as at 31.12.2018 | as at 31.12.2017 |
as at 31.12.2018 |
as at 31.12.2017 |
|
| Total assets | 3,927,454 | 3,652,664 | 913,362 | 875,749 |
| Total non-current liabilities | 1,393,685 | 1,172,446 | 324,113 | 281,101 |
| Total current liabilities | 1,131,068 | 931,190 | 263,039 | 223,259 |
| Total equity | 1,402,701 | 1,549,028 | 326,210 | 371,389 |
| Share capital | 287,614 | 287,614 | 66,887 | 68,957 |
The above selected financial data were converted into PLN in accordance with the following principles:
| as at 31.12.2018 | as at 31.12.2017 | 12 months ended 31.12.2018 | 12 months ended 31.12.2017 |
|---|---|---|---|
| 1 EUR = 4.3000 PLN | 1 EUR = 4.1709 PLN | 1 EUR = 4.2669 PLN | 1 EUR = 4.2447 PLN |
| STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 4 | ||
|---|---|---|
| STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 5 | ||
| STATEMENT OF FINANCIAL POSITION OF CIECH S.A. 6 | ||
| STATEMENT OF CASH FLOWS OF CIECH S.A. 7 | ||
| STATEMENT OF CHANGES IN EQUITY OF CIECH S.A. 8 | ||
| 1. | GENERAL INFORMATION 9 | |
| 1.1. | INFORMATION ON THE COMPANY'S ACTIVITIES 9 | |
| 1.2. | BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND ACCOUNTING PRINCIPLES 9 | |
| 1.3. | FUNCTIONAL AND REPORTING CURRENCY 10 | |
| 1.4. | ACCOUNTING POLICIES 11 | |
| 1.5. | CHANGES IN ACCOUNTING POLICIES AND THE SCOPE OF DISCLOSURES 11 | |
| 2. | SEGMENT REPORTING 18 | |
| 3. | NOTES TO THE STATEMENT OF PROFIT OR LOSS AND STATEMENT OF OTHER COMPREHENSIVE INCOME 24 | |
| 3.1. | SALES REVENUES 24 | |
| 3.2. | COST OF SALES, SELLING COSTS, GENERAL AND ADMINISTRATIVE EXPENSES 24 | |
| 3.3. | COSTS BY TYPE 25 | |
| 3.4. | OTHER OPERATING INCOME AND EXPENSES 25 | |
| 3.5. | FINANCIAL INCOME AND EXPENSES 26 | |
| 3.6. | COMPONENTS OF OTHER COMPREHENSIVE INCOME 27 | |
| 4. | INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 28 | |
| 4.1. | MAIN COMPONENTS OF TAX EXPENSE 28 | |
| 4.2. | EFFECTIVE TAX RATE 28 | |
| 4.3. | DEFERRED INCOME TAX 29 | |
| 5. | NOTES TO ASSETS REPORTED IN THE STATEMENT OF FINANCIAL POSITION 31 | |
| 5.1. | PROPERTY, PLANT AND EQUIPMENT 31 | |
| 5.2. | INTANGIBLE ASSETS 33 | |
| 5.3. | LONG-TERM FINANCIAL ASSETS 35 | |
| 5.4. | INVENTORIES 38 | |
| 5.5. | SHORT-TERM RECEIVABLES 39 | |
| 5.6. | SHORT-TERM FINANCIAL ASSETS 41 | |
| 5.7. | CASH AND CASH EQUIVALENTS 42 | |
| 6. | EQUITY 44 | |
| 6.1. | CAPITAL MANAGEMENT 44 | |
| 6.2. | EQUITY 44 | |
| 6.3. | DIVIDENDS PAID OR DECLARED 45 | |
| 6.4. | BUSINESS COMBINATIONS AND ACQUISITION OF INTEREST 46 | |
| 7. | LIABILITIES, PROVISIONS, EMPLOYEE BENEFITS 48 | |
| 7.1. | INFORMATION ABOUT FINANCIAL LIABILITIES 48 | |
| 7.2. | OTHER NON-CURRENT LIABILITIES 49 | |
| 7.3. | CURRENT TRADE AND OTHER LIABILITIES 49 | |
| 7.4. | OPERATING LEASES 50 | |
| 7.5. | PROVISIONS FOR EMPLOYEE BENEFITS 51 | |
| 7.6. | OTHER PROVISIONS 52 | |
| 8. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT. 53 | |
| 8.1. | FINANCIAL INSTRUMENTS 53 | |
| 8.2. | FINANCIAL INSTRUMENTS DESIGNATED FOR HEDGE ACCOUNTING 56 | |
| 8.3. | FINANCIAL RISK MANAGEMENT 58 | |
| 8.4. | DETERMINATION OF FAIR VALUE 65 | |
| 9. | OTHER NOTES 68 | |
| 9.1. | NOTES TO THE STATEMENT OF CASH FLOWS 68 | |
| 9.2. | INFORMATION ON CHANGES IN CONTINGENT ASSETS AND LIABILITIES AND OTHER MATTERS 68 | |
| 9.3. | INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 72 | |
| 9.4. | INFORMATION ABOUT AGREEMENTS CONCLUDED WITH THE ENTITY AUTHORISED TO AUDIT THE FINANCIAL STATEMENTS OF CIECH S.A. | |
| 74 | ||
| 9.5. | EVENTS AFTER THE BALANCE SHEET DATE 74 | |
| REPRESENTATION OF THE MANAGEMENT BOARD 75 |
| note | 01.01.-31.12.2018 | 01.01.-31.12.2017 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sales revenues | 3.1 | 2,418,534 | 2,365,764 |
| Cost of sales | 3.2 | (2,029,456) | (1,863,346) |
| Gross profit on sales | 389,078 | 502,418 | |
| Other operating income | 3.4 | 4,154 | 4,461 |
| Selling costs | 3.2 | (221,224) | (207,112) |
| General and administrative expenses | 3.2 | (55,688) | (55,327) |
| Other operating expenses | 3.4 | (4,041) | (2,227) |
| Operating profit | 112,279 | 242,213 | |
| Financial income | 3.5 | 343,552 | 342,793 |
| Financial expenses | 3.5 | (121,818) | (283,535) |
| Net financial income/(expenses) | 221,734 | 59,258 | |
| Profit before tax | 334,013 | 301,471 | |
| Income tax | 4.1, 4.2 | (63,401) | (57,564) |
| Net profit on continuing operations | 270,612 | 243,907 | |
| Net profit for the period | 270,612 | 243,907 | |
| Earnings per share (in PLN): | |||
| Basic | 5.13 | 4.63 | |
| Diluted | 5.13 | 4.63 | |
| Earnings per share (in PLN) from continuing operations: | |||
| Basic | 5.13 | 4.63 | |
| Diluted | 5.13 | 4.63 |
The statement of profit or loss of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| note | 01.01.-31.12.2018 | 01.01.-31.12.2017 | |
|---|---|---|---|
| Net profit on continuing operations | 270,612 | 243,907 | |
| Net profit for the year | 270,612 | 243,907 | |
| Other comprehensive income before tax that may be reclassified to the statment of profit or loss |
3.6 | (5,345) | 10,132 |
| Cash flow hedge reserve | 3.6 | (5,345) | 10,132 |
| Other comprehensive income before tax that may not be reclassified to the statment of profit or loss |
3.6 | (136) | (13) |
| Other components of other comprehensive income | 3.6 | (136) | (13) |
| Income tax attributable to other comprehensive income | 4.1 | 973 | (1,764) |
| Income tax attributable to other comprehensive income that may be reclassified to the statment of profit or loss |
4.1 | 947 | (1,766) |
| Income tax attributable to other comprehensive income that may not be reclassified to the statment of profit or loss |
4.1 | 26 | 2 |
| Other comprehensive income net of tax | (4,508) | 8,355 | |
| TOTAL COMPREHENSIVE INCOME | 266,104 | 252,262 | |
The statement of other comprehensive income of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| note | 31.12.2018 | 31.12.2017 | |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 5.1 | 13,551 | 13,880 |
| Intangible assets | 5.2 | 46,057 | 34,143 |
| Long-term financial assets | 5.3 | 2,339,188 | 1,864,137 |
| Deferred income tax assets | 4.3 | 25,514 | 40,247 |
| Total non-current assets | 2,424,310 | 1,952,407 | |
| Inventory | 5.4 | 41,019 | 31,795 |
| Short-term financial assets | 5.6 | 1,006,464 | 1,012,304 |
| Trade and other receivables | 5.5 | 400,673 | 280,765 |
| Cash and cash equivalents | 5.7 | 54,988 | 375,393 |
| Total current assets | 1,503,144 | 1,700,257 | |
| Total assets | 3,927,454 | 3,652,664 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 6.2 | 287,614 | 287,614 |
| Share premium | 6.2 | 470,846 | 470,846 |
| Cash flow hedge reserve | 8.2 | (1,152) | 3,246 |
| Actuarial gains | 11 | 121 | |
| Other reserve capitals | 6.2 | 76,199 | 76,199 |
| Retained earnings | 569,183 | 711,002 | |
| Total equity | 1,402,701 | 1,549,028 | |
| Loans, borrowings and other debt instruments | 7.1 | 1,333,695 | 1,130,482 |
| Other non-current liabilities | 7.2 | 59,416 | 41,528 |
| Employee benefits reserve | 7.5 | 574 | 436 |
| Total non-current liabilities | 1,393,685 | 1,172,446 | |
| Loans, borrowings and other debt instruments | 7.1 | 493,601 | 413,516 |
| Trade and other liabilities | 7.3 | 532,895 | 476,443 |
| Income tax liabilities | 867 | 4,758 | |
| Employee benefits reserve | 7.5 | 421 | 400 |
| Other provisions | 7.6 | 103,284 | 36,073 |
| Total current liabilities | 1,131,068 | 931,190 | |
| Total liabilities | 2,524,753 | 2,103,636 | |
| Total equity and liabilities | 3,927,454 | 3,652,664 |
The statement of financial position of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Cash flows from operating activities Net profit for the period 270,612 243,907 Amortisation/depreciation 8,627 5,213 Recognition of impairment allowances (309,183) 113,169 Foreign exchange (profit) /loss 7,062 (1,347) (Profit) / loss on investment activities 82 199 (Profit) / loss on disposal of property, plant and equipment (30) (96) Dividends and interest (5,645) (126,178) Income tax 63,401 57,564 Change in liabilities due to loan arrangement fee (1,702) 2,614 Valuation of derivatives 27,276 (56,877) Other 691 - Cash from operating activities before changes in working capital and provisions 61,191 238,168 Change in receivables 9.1 (13,141) 55,277 Change in inventory (9,224) 5,655 Change in current liabilities 9.1 48,499 47,774 Change in provisions and employee benefits 9.1 23,670 (249) Cash generated from operating activities 110,995 346,625 Interest paid (40,856) (43,959) Income tax (paid) (5,907) (2,378) Net cash from operating activities 64,232 300,288 Cash flows from investment activities Disposal of a subsidiary 69 454 Disposal of intangible assets and property, plant and equipment 36 6 Dividends received 1,678 127,874 Interest received 23,981 18,983 Proceeds from repaid borrowings 136,428 138,833 Acquisition of a subsidiary (172,371) (100) Acquisition of intangible assets and property, plant and equipment (28,607) (15,479) Raise capital expenditures and extra charge on capital (8,180) (100,500) Borrowings paid out (187,270) (289,973) Cash pooling outflows (33,851) (11,584) Net cash from investment activities (268,087) (131,486) Cash flows from financial activities Proceeds from loans and borrowings 649,072 39,000 Dividends paid to parent company (395,249) - Repayment of loans and borrowings (334,515) (5,438) Cash pooling outflows (36,073) (11,041) Redemption of debt securities - (160,000) Net cash from financial activities (116,765) (137,479) Total net cash flows (320,620) 31,323 Cash and cash equivalents as at the beginning of the period 375,393 342,607 Impact of foreign exchange differences 215 1,463 |
note | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|---|
| Cash and cash equivalents as at the end of the period 5.7 |
54,988 | 375,393 |
The statement of cash flows of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Share capital | Share premium | Cash flow hedge reserve |
Other reserve capitals |
Actuarial gains | Retained earnings | Total equity | |
|---|---|---|---|---|---|---|---|
| note | 6.2 | 8.2 | 6.2 | ||||
| 01.01.2018 | 287,614 | 470,846 | 3,246 | 76,199 | 121 | 711,002 | 1,549,028 |
| Opening balance adjustment due to IFRS 9 |
- | - | - | - | - | (17,182) | (17,182) |
| 01.01.2018 | 287,614 | 470,846 | 3,246 | 76,199 | 121 | 693,820 | 1,531,846 |
| Dividend | - | - | - | - | - | (395,249) | (395,249) |
| Total comprehensive income for the period | - | - | (4,398) | - | (110) | 270,612 | 266,104 |
| Net profit / (loss) for the period | - | - | - | - | - | 270,612 | 270,612 |
| Other comprehensive income | - | - | (4,398) | - | (110) | - | (4,508) |
| 31.12.2018 | 287,614 | 470,846 | (1,152) | 76,199 | 11 | 569,183 | 1,402,701 |
| 01.01.2017 | 287,614 | 470,846 | (5,120) | 76,199 | 132 | 467,095 | 1,296,766 |
| Total comprehensive income for the period | - | - | 8,366 | - | (11) | 243,907 | 252,262 |
| Net profit / (loss) for the period | - | - | - | - | - | 243,907 | 243,907 |
| Other comprehensive income | - | - | 8,366 | - | (11) | - | 8,355 |
| 31.12.2017 | 287,614 | 470,846 | 3,246 | 76,199 | 121 | 711,002 | 1,549,028 |
The statement of changes in equity of CIECH S.A. should be analysed together with additional notes and explanations which constitute an integral part of the financial statements.
| Company Name | CIECH Spółka Akcyjna |
|---|---|
| Registered office | Warsaw |
| Address | 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 |
| Parent company | KI Chemistry s. à r. l (a subsidiary of Kulczyk Investments) |
CIECH S.A. is a holding company that manages and provides support services to its subsidiaries — domestic and foreign manufacturing, trade and service companies of the CIECH Group. The CIECH Group is an international, professionally managed group with a well-established position of a leader of the chemical sector in Central and Eastern Europe. It manufactures products which are used in the production of articles necessary in everyday life of people all over the world - state-of-the-art products of the highest, world quality. Taking advantage of the support of a reliable strategic investor – Kulczyk Investments – it implements the strategy of global development.
Key products manufactured by the CIECH Group include: sodium carbonate, sodium bicarbonate, evaporated salt, epoxy and polyester resins, agrochemical products, polyurethane foams, lanterns and jars, sodium and potassium silicates. The core sales market for the CIECH Group is the European Union, including mainly Poland, Germany and Central Eastern European countries. Products manufactured by the CIECH Group are also exported to overseas markets and sold mainly to customers in India, North Africa and the Middle East.
These financial statements of CIECH S.A. for the period from 1 January 2018 to 31 December 2018, including comparative data, were approved by the Management Board of CIECH S.A. on 26 March 2019.
The Management Board of CIECH S.A. represents that these separate financial statements for the current and comparable period have been prepared in compliance with International Financial Reporting Standards approved by the European Union and related interpretations issued by the European Commission in the form of Regulations (IFRS).
The Management Board of CIECH S.A. represents that to the best of its knowledge these separate financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and
that they represent a true, accurate and fair reflection of CIECH S.A.'s financial position and the results of operations. Furthermore, the Management Board of CIECH S.A. represents that the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2018 contains a true image of the Company's developments, achievements, and condition, including the description of major risks and threats.
The Management Board of CIECH S.A. represents that PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. (formerly: PricewaterhouseCoopers Sp. z o.o.) with its registered office in Warsaw, entered into the list of entities authorised to audit financial statements under the registry No 144 kept by the National Chamber of Statutory Auditors was chosen in accordance with the binding legal regulations for the auditor of these separate financial statements. The above entity, including the certified auditors performing the audit, satisfy all the conditions required in order to issue an unbiased and independent audit report, pursuant to the applicable domestic legal regulations.
On 31 January 2007, the Extraordinary General Meeting of Shareholders of CIECH S.A. adopted resolution No 4, concerning the preparation of separate financial statements in accordance with International Financial Reporting Standards as approved by the European Union. Due to the adopted resolution, since 2007 the reports of CIECH S.A. have been prepared in accordance with the IFRS using the valuation of assets and liabilities and the valuation of net result. Major accounting principles applied in the preparation of the financial statements are listed in note 1.4. These principles have been applied on a continuous basis in all presented periods.
The financial statements of CIECH S.A. have been prepared on the historical cost basis except for financial assets and liabilities (derivative instruments) measured at fair value through profit or loss.
These financial statements were prepared under the assumption that CIECH S.A. will continue as a going concern in the foreseeable future. As at the date of approval of these financial statements, no facts or circumstances are known that would indicate any threat to the Company continuing as a going concern.
The financial year for CIECH S.A is the calendar year.
The statement of profit or loss of CIECH S.A. is prepared in the cost by function format. The statement of cash flows is prepared using the indirect method.
Preparation of the financial statement in accordance with IFRS requires the Management Board to make own assessments and apply certain assumptions and accounting estimates as part of the application of accounting principles adopted by the Company. Issues which require significant assessments or areas where the assumptions and estimates made have a significant impact on these financial statements have been described in note 1.4.
The Polish zloty (PLN) is the functional currency of CIECH S.A., and the reporting currency of these financial statements. Unless stated otherwise, all financial data in these financial statements have been presented in thousands of Polish zlotys (PLN '000). CIECH S.A. has Branches (in Romania and Germany) whose accounting records are kept in local currencies (RON and EUR). For the purpose of preparing the financial statements of CIECH S.A., accounting records of the Branch in Romania are translated using the transaction exchange rates and the accounting records of the Branch in Germany – at the average NBP rate for a given period. Due to an insignificant value of transactions, translation at this exchange rate does not result in a material distortion of results.
To ensure more legible presentation and better understanding of the information disclosed in the financial statements, key accounting principles applicable in CIECH S.A. as well as judgements and estimates made have been presented in separate notes.
| Note | Title | Accounting principles | Judgements and estimates |
|---|---|---|---|
| 3.1. | Sales revenues | x | |
| 3.2. | Cost of sales | x | |
| 3.4.; 3.5. | Other income and expenses | x | x |
| 4.1. | Income tax | x | |
| 4.3. | Deferred income tax | x | x |
| 5.1. | Property, plant and equipment | x | x |
| 5.2. | Intangible assets | x | x |
| 5.3. | Long-term financial assets | x | x |
| 5.4. | Inventories | x | x |
| 5.5. | Short-term receivables | x | x |
| 5.6. | Short-term financial assets | x | x |
| 5.7. | Cash and cash equivalents | x | x |
| 6.2. | Equity | x | |
| 7.2. | Other non-current liabilities | x | |
| 7.3. | Current trade and other liabilities | x | x |
| 7.4. | Operating leases | x | |
| 7.5. | Provisions for employee benefits | x | x |
| 7.6. | Other provisions | x | x |
| 8.1. | Financial instruments | x | x |
| 8.2. | Hedge accounting | x | x |
| 9.2. | Contingent liabilities and assets | x | x |
Two amendments to IFRS that became effective as of 1 January 2018, concerning the application of IFRS 9 and IFRS 15, had an impact on these financial statements of CIECH S.A. They are presented below, together with other amendments to IAS/IFRS and their impact on the Company's financial statements:
| New Standards, amendments to Standards and Interpretations: | ||
|---|---|---|
| Approved by the IASB for application after 1 January 2018 |
Impact on the financial statements | Effective year in the EU |
| IFRS 9 "Financial Instruments" | Impact on the financial statements described in Section 1.5.1 |
2018 |
| IFRS 15 "Revenue from contracts with customers" | Impact on the financial statements described in Section 1.5.2 |
2018 |
| Clarifications to IFRS 15 "Revenue from contracts with customers" |
No material impact on the financial statements is estimated |
2018 |
| Amendments to IFRS 2 "Share-based payment" – Classification and measurement of share-based payment transactions |
No material impact on the financial statements is estimated |
2018 |
| Amendments to IFRS 4: Applying IFRS 9 "Financial instruments" with IFRS 4 "Insurance contracts" |
No material impact on the financial statements is estimated |
2018 |
| Annual Improvements to IFRSs, 2014–2016 Cycle | No material impact on the financial statements is estimated |
2018 |
| Amendment to IFRS 1 "First-time adoption of IFRS" – removal of short-term exemptions |
No impact | 2018 |
| Amendments to IAS 28 "Investments in associates" – investments in associates and joint ventures measured at fair value |
No material impact on the financial statements is estimated |
2018 |
| IFRIC 22 "Foreign currency transactions and advance consideration" |
No material impact on the financial statements is estimated |
2018 |
| New Standards, amendments to Standards and Interpretations: | |||
|---|---|---|---|
| Amendments to IAS 40 "Investment properties" – transfers of | No material impact on the financial | 2018 | |
| investment properties | statements is estimated | ||
| Approved by the IASB for application after 1 January 2019 | Impact on the financial statements | Effective year in the EU | |
| Impact on the financial statements | |||
| IFRS 16 "Leases" | described in Section 1.5.3 | 2019 | |
| Amendments to IFRS 9 "Financial instruments" – prepayment | No material impact on the financial | ||
| features with negative compensation | statements is estimated | 2019 | |
| Amendments to IAS 28 "Investments in associates" – | No material impact on the financial | ||
| measurement of long-term investments | statements is estimated | 2019 | |
| No material impact on the financial | |||
| Annual Improvements to IFRSs, 2015–2017 Cycle | statements is estimated | 2019 | |
| Amendments to IAS 19 "Employee benefits" – amendments to | No material impact on the financial | ||
| defined benefit plans | statements is estimated | 2019 | |
| No material impact on the financial | |||
| IFRIC 23 "Uncertainty over income tax treatments" | statements is estimated | 2019 | |
| Approved by the IASB for application after 1 January 2020 | Impact on the financial statements | Effective year in the EU | |
| Amendments to references to the Conceptual Framework in | No material impact on the financial | ||
| IFRSs | statements is estimated | 2020 | |
| Amendments to IFRS 3 "Business Combinations" – definition of a | No material impact on the financial | ||
| business | statements is estimated | 2020 | |
| Amendments to IAS 1 and IAS 8 – definition of "material" | No material impact on the financial | ||
| statements is estimated | 2020 | ||
| Approved by the IASB for application after 1 January 2020 | Impact on the financial statements | Effective year in the EU | |
| No material impact on the financial | |||
| IFRS 17 "Insurance Contracts" | statements is estimated | 2021 |
On 1 January 2018, CIECH S.A. adopted new financial reporting standard, IFRS 9 Financial Instruments.
For the purpose of the initial application of IFRS 9, CIECH S.A. did not restate previous periods' figures. Any differences between the previous carrying amount of financial assets and liabilities and their carrying amount at the beginning of the annual reporting period that includes the date of initial application of IFRS 9 were recognised by CIECH S.A. in the opening retained earnings of the annual reporting period that includes the date of initial application of IFRS 9, i.e. as at 1 January 2018.
IFRS 9 introduced a new impairment model for financial assets based on the concept of "expected credit losses", changes to the rules of classification and measurement of financial instruments (particularly of financial assets) as well as a new approach towards hedge accounting.
In accordance with IFRS 9, on initial recognition a financial asset may be classified into the following measurement categories:
A financial asset is classified into one of above measurement categories on initial recognition in the balance sheet on the basis of the Company's business model for managing financial assets and the contractual cash flow characteristics of the financial asset.
Upon initial recognition of equity instruments not held for trading (or on the day of initial application of IFRS 9), CIECH S.A. could have made an irrevocable decision to designate individual investments in equity instruments as measured at fair value through other comprehensive income. Other equity instruments are measured at fair value through profit or loss.
At initial recognition, an analysis must be carried out to determine if a financial instrument contains an embedded derivative. Derivative instrument embedded in the hybrid contract, the host of which is a financial asset within the scope of IFRS 9, is not bifurcated and the hybrid contract is recognised in accordance with the MSSF 9 requirements for classification of financial assets. Derivative instrument embedded in the hybrid contract, the host of which is not a financial asset within the scope of IFRS 9, is assessed in order to determine whether it should be bifurcated.
Financial assets may be reclassified only when the Company changes the financial asset management business model. In such a case, all financial assets affected by the business model change are subject to reclassification.
Based on the review of financial assets held by the Company after 31 December 2017, CIECH S.A.:
Following the analysis, the Company concluded that the implementation of IFRS 9 will not change the classification and measurement of financial assets held with economic characteristics of a debt instrument. Trade receivables pending transfer to the factor under non-recourse factoring arrangements could be an exception. These receivables are held by CIECH S.A. so that the entire trade receivable balance (agreed with the factor) may be assigned to the factor. The Company manages trade receivables designated for transfer to the factor under factoring without recourse in order to carry out cash flows through the sale of assets – obtaining cash flows arising from the agreement is not an integral part of the business model. Therefore, in accordance with IFRS 9, the Company classified these receivables as financial assets measured at fair value through profit or loss – however, due to the relatively short period of holding the receivables to be transferred to the factor in the balance sheet, the impact of the change in their classification on the financial position of the Company was deemed immaterial.
CIECH S.A. holds equity instruments (shares) which constitute financial assets within the meaning of IAS 39 and IFRS 9. Pursuant to IAS 39, the Company measured the equity instruments held at cost less impairment losses. The net present carrying amount of these instruments is close to zero.
Pursuant to IFRS 9, CIECH S.A. classified the equity instruments (shares) held as measured at fair value through profit or loss. However, as at the date of implementation of IFRS 9, the estimated fair value of the equity instruments held was close to zero. Therefore, the impact of the change in their classification on CIECH S.A.'s financial position was deemed immaterial.
The table below presents a comparison of key changes in the classification of financial assets resulting from the implementation of IFRS 9.
| Classes of financial assets |
Categories of financial assets and measurement method according to IAS 39 |
Business model according to IFRS 9 |
SPPI Criterion |
Reclassification | Categories of financial assets and measurement method according to IFRS 9 |
|---|---|---|---|---|---|
| Cash and cash equivalents |
Loans and receivables – measured at amortised cost |
Holding financial assets in order to collect contractual cash flows |
Met | None | Financial assets measured at amortised cost |
| Bank deposits (their value is included in cash and cash equivalents) |
Loans and receivables – measured at amortised cost |
Holding financial assets in order to collect contractual cash flows |
Met | None | Financial assets measured at amortised cost |
| Loans granted | Loans and receivables – measured at amortised cost |
Holding financial assets in order to collect contractual cash flows |
Met | None | Financial assets measured at amortised cost |
| Trade receivables | Loans and receivables – measured at amortised cost |
Holding financial assets in order to collect contractual cash flows |
Met | None | Financial assets measured at amortised cost |
| Classes of financial assets |
Categories of financial assets and measurement method according to IAS 39 |
Business model according to IFRS 9 |
SPPI Criterion |
Reclassification | Categories of financial assets and measurement method according to IFRS 9 |
|---|---|---|---|---|---|
| Factoring receivables (transferred to the factor) |
Loans and receivables – measured at amortised cost |
Holding financial assets in order to collect contractual cash flows |
Met | None | Financial assets measured at amortised cost |
| Derivatives | Financial assets measured at fair value through profit or loss |
Other business model |
Not applicable |
None | Financial assets measured at fair value through profit or loss |
| Derivative instruments designated as hedging instruments |
Hedging instruments | Other business model |
Not applicable |
None | Hedging instruments |
Contrary to IAS 39, IFRS 9 does not require the entities to identify the impairment trigger in order to estimate losses. Instead, entities are obliged to constantly estimate the level of credit losses since the initial recognition of a given asset until its derecognition.
Upon acquisition or granting of a financial asset, CIECH S.A. is obliged to keep an allowance in the amount of a 12-month ECL. In the event of significant increase in credit risk since the initial recognition of the asset, the Group is obliged to calculate lifetime expected credit losses (the so-called Stage 2). Such an approach will result in the earlier recognition of credit losses which will cause an increase in loss allowance and therefore it will also affect profit or loss.
Trade receivables are exceptions to this rule. For these categories of assets, the Company chose a simplified approach whereby lifetime expected credit losses are estimated from the moment of initial recognition of exposures.
Following the analysis of financial instruments held, CIECH S.A. calculated allowances based on the expected credit loss model for the following classes of financial instruments:
CIECH S.A. decided to move to IFRS 9 as regards hedge accounting, as of 1 January 2018. The Company took advantage of the option offered by IFRS 9 and applied the prospective approach from the date of initial application of IFRS 9. IFRS 9 requires the Company to ensure that its hedging relationships are compliant with the risk management strategy applied by the Company and its objectives. IFRS 9 introduces new requirements with regard to, among others, the assessment of hedge effectiveness, rebalancing of the hedge relationship as well as it prohibits voluntary discontinuation of hedge accounting (i.e. in the absence of the conditions to stop the application of hedge accounting, as defined in the Standard).
| As at 31.12.2017 | Impact in changes of IFRS 9 |
As at 01.01.2018 | |
|---|---|---|---|
| ASSETS | |||
| Long-term financial assets | 1,864,137 | (1,740) | 1,862,397 |
| Deferred income tax assets | 40,247 | 210 | 40,457 |
| Total non-current assets | 1,952,407 | (1,530) | 1,950,877 |
| Short-term financial assets | 1,012,304 | (14,542) | 997,762 |
| Trade and other receivables | 280,765 | (620) | 280,145 |
| Cash and cash equivalents | 375,393 | (490) | 374,903 |
| Total current assets | 1,700,257 | (15,652) | 1,684,605 |
| Total assets | 3,652,664 | (17,182) | 3,635,482 |
| EQUITY AND LIABILITIES |
| As at 31.12.2017 | Impact in changes of IFRS 9 |
As at 01.01.2018 | |
|---|---|---|---|
| Retained earnings | 711,002 | (17,182) | 693,820 |
| Total equity | 1,549,028 | (17,182) | 1,531,846 |
| Total non-current liabilities | 1,172,446 | - | 1,172,446 |
| Total liabilities | 2,103,636 | - | 2,103,636 |
| Total equity and liabilities | 3,652,664 | (17,182) | 3,635,482 |
On 1 January 2018, CIECH S.A. adopted new financial reporting standard, IFRS 15 Revenue from Contracts with Customers.
IFRS 15 "Revenue from Contracts with Customers" is effective for annual periods beginning on or after 1 January 2018. CIECH S.A. decided to apply IFRS 15 retrospectively with the recognition of the cumulative effect of the initial application of this IFRS as an adjustment to the initial balance of retained earnings in 2018.
The standard introduces uniform requirements for all entities with respect to recognition of revenue from contracts with customers based on the so-called 5-step model:
This standard requires entities to evaluate contracts with customers and to identify elements in them that constitute separate performance obligations as defined in IFRS 15. For contracts that contain more than one performance obligation, the expected consideration will be allocated to each of the contracts in successive steps and the revenue will be recognised when (or as) the performance obligation is satisfied. The obligation to identify the performance obligations also applies to contracts where the contract is assumed to consist of only one element (e.g. sale of a product) when settled with the customer.
Based on the analysis of the impact of IFRS 15 on the financial statements of CIECH S.A., the following areas were identified and adjusted in order to implement the standard. However, due to the immateriality, no adjustments resulting from the implementation of IFRS 15 were made as at 1 January 2018.
The Company enters into agreements with customers under which it undertakes to deliver its products to the customer's warehouses. Under the agreements, customers are supplied with raw materials to be used in production. Products in the raw material warehouse remain the property of the Company until they are released for production to the customer. However, all risks related to the possibility of losing or damaging raw materials are transferred to the customer upon delivery of the raw materials to the warehouse. The Company undertakes to deliver appropriate quantities of raw materials to the raw materials warehouse in accordance with the customer's order, and the customer inspects the quantity of raw materials in the raw materials warehouse in terms of frequency and volume of deliveries.
The new IFRS 15 guidelines concerning the determination of the moment of revenue recognition, i.e. the transfer of control, resulted in a change in the moment of recognition of revenue from the sale of products transferred to raw material warehouses. Control over the raw materials is transferred to the customer upon their acceptance into storage and revenue is recognised at this point.
The tables below summarise the impact of the application of IFRS 15 on the financial statements of CIECH S.A. for 2018. In order to ensure comparability of financial data presented in different periods, the Company presented below a reconciliation of data prepared in accordance with IFRS 15 with data which would have been prepared had IAS 11 and IAS 18 been in force in 2018.
| 01.01.-31.12.2018 | Adjustments | 01.01.-31.12.2018 without impact of the |
|
|---|---|---|---|
| based on IFRS 15 | IFRS 15 | implementation of IFRS 15 | |
| CONTINUING OPERATIONS | |||
| Sales revenues | 2,418,534 | (6,360) | 2 412,174 |
| Cost of sales | (2,029,456) | 5,292 | (2 024,164) |
| Gross profit on sales | 389,078 | (1,068) | 388,010 |
| Other operating income | 4,154 | - | 4,154 |
| Selling costs | (221,224) | - | (221,224) |
| General and administrative expenses | (55,688) | - | (55,688) |
| Other operating expenses | (4,041) | - | (4,041) |
| Operating profit | 112,279 | (1,068) | 111,211 |
| Financial income | 343,552 | - | 343,552 |
| Financial expenses | (121,818) | - | (121,818) |
| Przychody / (koszty) finansowe netto | 221,734 | - | 221,734 |
| Profit before tax | 334,013 | (1,068) | 332,945 |
| Income tax | (63,401) | 203 | (63,198) |
| Net profit on continuing operations | 270,612 | (865) | 269,747 |
| 31.12.2018 based on IFRS 15 |
Adjustments IFRS 15 |
31.12.2018 without impact of the implementation of IFRS 15 |
|
|---|---|---|---|
| ASSETS | |||
| Deferred income tax assets | 25 514 | 203 | 25 717 |
| Total non-current assets | 2 424 310 | 203 | 2 424 513 |
| Inventory | 41 019 | 5 292 | 46 311 |
| Trade and other receivables | 400 673 | (6 360) | 394 313 |
| Total current assets | 1 503 144 | (1 068) | 1 502 076 |
| Total assets | 3 927 454 | (865) | 3 926 589 |
| EQUITY AND LIABILITIES | - | - | - |
| Retained earnings | 569 183 | (865) | 568 318 |
| Equity attributable to shareholders of the parent | 1 402 701 | (865) | 1 401 836 |
| Total equity | 1 402 701 | (865) | 1 401 836 |
| Total non-current liabilities | 1 393 685 | - | 1 393 685 |
| Trade and other liabilities | 532 895 | - | 532 895 |
| Total current liabilities | 1 131 068 | - | 1 131 068 |
| Total liabilities | 2 524 753 | - | 2 524 753 |
| Total equity and liabilities | 3 927 454 | (865) | 3 926 589 |
IFRS 16 "Leases" was issued by the International Accounting Standards Board on 13 January 2016 and is effective for annual periods beginning on or after 1 January 2019. Ciech S.A. has not elected to early adopt the standard and decided to adapt it from 1st January 2019.
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 a contract that is, or contains, a lease, an entity accounts for each lease component within the contract as a lease separately from non-lease components of the contract, unless the entity applies the practical expedient. As a practical expedient, a lessee may elect not to separate non-lease components, and instead account for the entire contract as a single lease component.
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 will be 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.
In the CIECH S.A., once the new standard has been applied, operating leases will be recognised in the statement of financial position, which will result in an increase in the balance sheet total (by reporting the right-of-use assets under fixed assets in the statement of financial position with corresponding lease liabilities) and change the classification of expenses in the statement of profit or loss (where lease expenses will be replaced by depreciation and interest expense). Assets due to the right to use are going to be depreciated on a straight-line basis and lease liabilities are settled using the suitable interest rate.
The current value of the lease payment will be determined based on the marginal loan rate. In calculating interest rates, the credit risk (reflected in the assumed margin) was taken into consideration, the economic conditions in which the transactions took place (country, currency of the contract) and the duration of the contract (calculations for the relevant periods under which the Group has lease agreements. The level of interest ranges between 3.71% and 5.74% for PLN, for EUR it's 3.27%.
In addition, the period of the lease payment projections applied refered 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 would result in a respective reduction in the liability amount.
Ciech S.A. applied 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.
The entry of IFRS 16 into force has also affect on the determination of the ratio calculated in relation to the facilities agreement (net leverage ratio). Should this be the case, the CIECH S.A. will strive to revise the definition in the facilities agreement so that the change of presentation would not have a negative impact on the level of the ratios calculated.
The impact of the implementation of IFRS 16 on the financial statements of the CIECH S.A. on January 1, 2019 is as follows (amounts refer to newly recognized assets):
| 01.01.2019 | |
|---|---|
| Recognized rights to use an asset | 32,518 |
| Recognized liabilities from lease | 32,518 |
CIECH S.A.'s operating segments are designated on the basis of internal reports prepared in the Company and regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance.
CIECH S.A. has been divided into the following operating segments:
Soda segment – the most important manufactured goods in the scope of the segment products are: light and dense sodium carbonate, evaporated salt, sodium bicarbonate and calcium chloride. The products of this segment are sold mainly by the parent company CIECH S.A. Production of the soda segment goods manufactured by the CIECH Group is implemented in CIECH Soda Polska S.A., the Romanian company CIECH Soda Romania S.A. and in the German company CIECH Soda Deutschland GmbH & Co. KG. (the German company also sells its products on its own). Soda segment goods are used in the glass, food, detergent and pharmaceutical industries.
Organic segment – CIECH S.A. is the main supplier of raw materials to companies operating within the organic segment. The CIECH Group companies (CIECH Sarzyna S.A., CIECH Pianki Sp. z o.o.) are the producers of a variety of organic compounds, including polyurethane foams, epoxy resins and polyester resins. These products are used in the following industries: furniture, automotive, paints and electronics. CIECH Sarzyna S.A. and bought in July 2018 Spanish company Proplan Plant Protection Company S.L.. also manufactures crop protection chemicals used in agriculture.
Silicates and Glass segment – CIECH S.A. sells the Silicates and Glass segment products manufactured by CIECH Soda Romania S.A. Key products in this group include glassy sodium silicate and sodium water glass. These products are used by the construction industry and in the production of detergents.
Transport segment – it includes forwarding activities carried out by CIECH S.A. since 2016 for its subsidiaries, i.e. CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., CIECH Vitrosilicon S.A., CIECH Trading S.A.
Other activities segment – it covers mainly services rendered outside the Group and goods sold by CIECH S.A. outside the scope of the above segments.
The data concerning individual segments also includes support services provided by CIECH S.A. to the CIECH Group companies, such as accounting, controlling, legal, administrative and IT services.
The financing is managed (including finance expenses and incomes with the exception of interest on trade receivables and liabilities) and income tax is calculated on the Company level. The data concerning these areas is not allocated to particular segments.
Information on the Company's geographical areas is established based on the location of its assets.
Reporting segments are identical to operating segments. Revenues and costs, assets and liabilities of segments are recognised and measured in a manner consistent with the method used in the financial statements.
Operational segments results are assessed by the CIECH S.A's Management Board on the basis of sales revenue, operating profit, level of EBITDA and adjusted EBITDA. EBITDA should be viewed as a supplement not as a substitute for the business performance presented in accordance with IFRS. EBITDA is a useful ratio of the ability to incur and service debt. EBITDA and adjusted EBITDA levels are not defined by the IFRS and can be calculated in a different manner by other entities.
| 01.01.-31.12.2018 | 01.01.-31.12.2017 | |
|---|---|---|
| Net profit/(loss) on continuing operations | 270,612 | 243,907 |
| Income tax | 63,401 | 57,564 |
| Financial expenses | 121,818 | 283,535 |
| Financial income | (343,552) | (342,793) |
| Amortisation/depreciation | 8,627 | 5,213 |
| EBITDA from continuing | 120,906 | 247,426 |
The reconciliation and definitions applied by CIECH S.A. when determining these measures are presented below.
| 01.01.-31.12.2018 | 01.01.-31.12.2017 | |
|---|---|---|
| EBITDA from continuing | 120,906 | 247,426 |
| One-offs including: | (325) | (1,241) |
| Impairment | 210 | 1 |
| Cash items (a) | 112 | (84) |
| Non-cash items (excluding impairment losses) (b) | (647) | (1,158) |
| Adjusted EBITDA from continuing operations | 120,581 | 246,185 |
(a) Cash items include, among others, gain/loss of the sale of property, plant and equipment, as well as fees and compensations received). (b) Non-cash items include: provisions for liabilities and compensation and other provisions.
Revenue and costs data as well as assets, equity and liabilities data of particular CIECH S.A.'s operating segments for periods disclosed in statements are presented in the tables below.
| OPERATING SEGMENTS 01.01.-31.12.2018 |
Soda segment Organic segment | Silicates and glass segment |
Transport segment |
Other operations segment |
Corporate functions |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Total sales revenues | 1,822,982 | 531,116 | 16,939 | 44,465 | 3,032 | - | 2,418,534 |
| Cost of sales | (1,452,230) | (515,974) | (14,458) | (44,368) | (2,426) | - | (2,029,456) |
| Gross profit /(loss) on sales | 370,752 | 15,142 | 2,481 | 97 | 606 | - | 389,078 |
| Selling costs | (213,227) | (2,539) | (1,342) | (3,753) | (140) | (223) | (221,224) |
| General and administrative expenses | (1,175) | (642) | (52) | (183) | - | (53,636) | (55,688) |
| Result on management of receivables | (36) | (45) | (1) | (3) | (207) | - | (292) |
| Result on other operating activities | 1,011 | (25) | (7) | (52) | 67 | (589) | 405 |
| Operating profit /(loss) | 157,325 | 11,891 | 1,079 | (3,894) | 326 | (54,448) | 112,279 |
| Exchange differences and interest on trade settlements | (6,967) | (12,434) | (87) | (1) | (215) | - | (19,704) |
| Borrowing costs | - | - | - | - | - | (24,701) | (24,701) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | 266,139 | 266,139 |
| Profit /(loss) before tax | 150,358 | (543) | 992 | (3,895) | 111 | 186,990 | 334,013 |
| Income tax | - | - | - | - | - | - | (63,401) |
| Net profit /(loss) for the period | - | - | - | - | - | - | 270,612 |
| Amortization/depreciation | 3,432 | - | - | - | - | 5,195 | 8,627 |
| EBITDA | 160,757 | 11,891 | 1,079 | (3,894) | 326 | (49,253) | 120,906 |
| Adjusted EBITDA** | 160,814 | 11,892 | 1,086 | (3,844) | 326 | (49,693) | 120,581 |
* Adjusted EBITDA for the 12-month period ended 31 December 2018 is calculated as EBITDA adjusted for untypical one-off events: impairment of non-financial assets: PLN -210 thousand, recognition/reversal of provisions: PLN 652 thousand, penalty fees and compensation paid/received: PLN -106 thousand, donations given: PLN -40 thousand, other: PLN 29 thousand.
| OPERATING SEGMENTS 01.01.-31.12.2017 |
Soda segment Organic segment | Silicates and glass segment |
Transport segment |
Other operations segment |
Corporate functions |
TOTAL | |
|---|---|---|---|---|---|---|---|
| Total sales revenues | 1,817,739 | 505,095 | 15,108 | 25,128 | 2,694 | - | 2,365,764 |
| Cost of sales | (1,331,802) | (490,871) | (13,779) | (24,601) | (2,293) | - | (1,863,346) |
| Gross profit /(loss) on sales | 485,937 | 14,224 | 1,329 | 527 | 401 | - | 502,418 |
| Selling costs | (199,960) | (2,040) | (954) | (2,966) | (73) | (1,119) | (207,112) |
| General and administrative expenses | (3,617) | (1,328) | (55) | (206) | (535) | (49,586) | (55,327) |
| Result on management of receivables | 132 | - | - | - | 6 | 1 | 139 |
| Result on other operating activities | 2,548 | (5) | - | - | 1 | (449) | 2,095 |
| Operating profit /(loss) | 285,040 | 10,851 | 320 | (2,645) | (200) | (51,153) | 242,213 |
| Exchange differences and interest on trade settlements | (17,188) | (5,503) | - | 3 | 206 | - | (22,482) |
| Borrowing costs | - | - | - | - | - | (7,086) | (7,086) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | 88,826 | 88,826 |
| Profit /(loss) before tax | 267,852 | 5,348 | 320 | (2,642) | 6 | 30,587 | 301,471 |
| Income tax | (57,564) | ||||||
| Net profit /(loss) for the period | - | - | - | - | - | - | 243,907 |
| Amortization/depreciation | - | - | - | - | - | 5,213 | 5,213 |
| EBITDA | 285,040 | 10,851 | 320 | (2,645) | (200) | (45,940) | 247,426 |
| Adjusted EBITDA** | 283,842 | 10,852 | 320 | (2,645) | (200) | (45,984) | 246,185 |
* Adjusted EBITDA for the 12-month period ended 31 December 2017 is calculated as EBITDA adjusted for untypical one-off events: recognition/reversal of provisions: PLN 1,158 thousand, penalty fees and compensation paid/received: PLN 40 thousand, donations given: PLN -53 thousand, other: PLN 96 thousand.
There are no significant customers outside CIECH GROUP from whom the Company would earn 10% of its total revenues.
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | ||
| Soda segment | 202,832 | 182,556 | 373,640 | 303,910 | |
| Organic segment | 112,887 | 53,730 | 84,483 | 77,512 | |
| Silicates and glass segment | 4,695 | 5,106 | 2,208 | 3,272 | |
| Transport segment | 10,859 | 4,589 | 6,760 | 5,151 | |
| Other operations segment | 1,009 | 3,153 | 9,590 | 9,040 | |
| Corporate functions | 3,595,172 | 3,403,530 | 2,048,072 | 1,704,751 | |
| Total | 3,927,454 | 3,652,664 | 2,524,753 | 2,103,636 |
| 01.01.-31.12.2018 | 01.01-31.12.2017 | Change 2018/2017 |
Change % | |
|---|---|---|---|---|
| Soda segment, including: | 1,822,982 | 1,817,739 | 5,243 | 0,3% |
| Dense soda ash | 1,006,615 | 1,053,263 | (46,648) | (4,4%) |
| Light soda ash | 467,732 | 445,528 | 22,204 | 5,0% |
| Salt | 182,634 | 169,968 | 12,666 | 7,5% |
| Sodium bicarbonate | 97,255 | 94,998 | 2,257 | 2,4% |
| Calcium chloride | 26,159 | 19,829 | 6,330 | 31,9% |
| Other goods and services | 42,587 | 34,153 | 8,434 | 24,7% |
| Organic segment, including: | 531,116 | 505,095 | 26,021 | 5,2% |
| Raw materials for production of plant pro-tection products | 130,734 | 117,596 | 13,138 | 11,2% |
| Raw materials for production of plastics | 245,919 | 235,199 | 10,720 | 4,6% |
| Raw materials for the production of polyu-rethane foams | 143,793 | 142,961 | 832 | 0,6% |
| Other goods and services | 10,670 | 9,339 | 1,331 | 14,3% |
| Silicates and Glass segment, including: | 16,939 | 15,108 | 1,831 | 12,1% |
| Sodium silicates | 15,225 | 13,868 | 1,357 | 9,8% |
| Other goods and services | 1,714 | 1,240 | 474 | 38,2% |
| Transport segment, including: | 44,465 | 25,128 | 19,337 | 77,0% |
| Transport services | 44,465 | 25,128 | 19,337 | 77,0% |
| Other segment, including: | 3,032 | 2,694 | 338 | 12,5% |
| Revenues from third parties | 3,032 | 2,694 | 338 | 12,5% |
| TOTAL | 2,418,534 | 2,365,764 | 52,770 | 2,2% |
In CIECH S.A. sales revenues are recognized at the time of service or delivery of goods.
Information on CIECH S.A.'s geographical areas is established based on the location of its assets.
| ASSETS | |||
|---|---|---|---|
| 31.12.2018 | 31.12.2017 | ||
| Poland | 2,276,979 | 2,590,308 | |
| European Union (excluding Poland) | 1,551,440 | 986,953 | |
| Other European countries | 39,838 | 26,634 | |
| Africa | 9,745 | 3,779 | |
| Asia | 49,452 | 44,433 | |
| Other regions | - | 557 | |
| TOTAL | 3,927,454 | 3,652,664 |
The Company's non-current assets are located in Poland and the European Union. As regards the European Union, the most significant non-current assets comprise shares in subsidiaries having their registered offices mainly in Romania (PLN 111,000
thousand), Germany (PLN 536,976 thousand) and Spain (PLN 203,866 thousand). Trade and other receivables constitute the main component of current assets presented in individual geographical areas.
| Net revenues from sales | |||
|---|---|---|---|
| 01.01.-31.12.2018 | 01.01.-31.12.2017 | ||
| Poland | 1,239,920 | 1,174,493 | |
| European Union (excluding Poland) | 679,552 | 717,891 | |
| Germany | 131,705 | 117,705 | |
| Romania | 121,499 | 140,023 | |
| Czech Republic | 119,889 | 131,638 | |
| Italy | 8,549 | 11,985 | |
| The Netherlands | 47,725 | 48,278 | |
| Finland | 56,207 | 48,855 | |
| Sweden | 55,673 | 68,861 | |
| Belgium | 13,828 | 19,151 | |
| United Kingdom | 25,674 | 29,102 | |
| Denmark | 1,155 | 293 | |
| France | 15,148 | 37,804 | |
| Lithuania | 10,839 | 11,204 | |
| Other EU countries | 71,661 | 52,992 | |
| Other European Countries | 207,566 | 201,488 | |
| Switzerland | 105,538 | 95,800 | |
| Norway | 37,008 | 38,428 | |
| Russia | 803 | 5,079 | |
| Other European countries | 64,217 | 62,181 | |
| Africa | 60,255 | 54,532 | |
| Asia | 217,793 | 172,379 | |
| India | 123,780 | 124,899 | |
| Singapore | 11,397 | 16,248 | |
| Bangladesh | 16,172 | 3,666 | |
| Hong Kong | 25,078 | 9,784 | |
| Turkey | 10,867 | 8,366 | |
| Other Asian countries | 30,499 | 9,416 | |
| Other regions | 6,787 | 25,279 | |
| Hedge accounting | 6,661 | 19,702 | |
| Total | 2,418,534 | 2,365,764 |
The Entity recognises revenues based on the so-called 5-step model – when it satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. When (or as) a performance obligation is satisfied, the Entity recognises as revenues the amount of the transaction price that is allocated to that performance obligation. The obligation to identify the performance obligations also applies to contracts where the contract is assumed to consist of only one element (e.g. sale of a product) when settled with the customer.
Revenues from the sales of products and goods are recognised in profit or loss at the NBP's average exchange rate from the date preceding the date of invoice, when the significant risks and rewards of ownership have been transferred to the buyer, except for sales revenues earned by the Branch of CIECH S.A. in Germany whose currency translation principle is described in note 1.3.
| SALES REVENUES | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Revenues from sales of products and services | 105,833 | 78,593 |
| - services | 105,833 | 78,593 |
| Revenues from sales of goods and materials | 2,312,701 | 2,287,171 |
| - goods | 2,312,701 | 2,287,171 |
| Net sales of products, goods and materials | 2,418,534 | 2,365,764 |
Expenses are probable decreases in economic benefits in the form of outflows or depletions of assets or increases in liabilities and provisions.
Cost of sales comprises the production cost of services sold and the cost of goods and materials sold. Selling costs include, among others: costs of transport, sales commissions and the costs of advertising, promotion and distribution.
General and administrative expenses are expenses associated with activities of the entity's management or those of general functions.
| COST OF SALES, SELING COST AND ADMINISTRATIVE EXPENSES | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Cost of manufacture of products and services sold | (93,694) | (68,098) |
| Cost of sold goods and materials sold | (1,935,762) | (1,795,248) |
| Cost of sales | (2,029,456) | (1,863,346) |
| Selling costs | (221,224) | (207,112) |
| General and administrative expenses | (55,688) | (55,327) |
| COST BY KIND (SELECTED) | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Amortisation | (8,627) | (5,213) |
| Consumption of materials and energy | (3,135) | (2,534) |
| Employee benefits, including: | (53,984) | (70,274) |
| - payroll | (46,007) | (59,774) |
| - social security and other benefits | (7,977) | (10,500) |
| External services | (266,361) | (220,640) |
The reporting period's results are also affected by other operating income and expenses indirectly related to the Company's core operations.
The key items include:
Government subsidies are recognised when there is reasonable assurance that the subsidy will be received and that the entity will comply with all relevant conditions of the subsidy. Subsidies are recognised as income in profit or loss on a systematic basis when the entity recognises, as expenses, the related costs that the subsidies are intended to compensate.
The carrying amounts of the Company's non-financial assets, other than inventory and deferred tax assets, are reviewed at reporting date to determine whether there is any indication of impairment. If any such indication exists, then the Company estimates the recoverable amount of the respective cash-generating unit.
The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. The recoverable amount is determined for individual assets, unless the asset does not generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. If the asset's carrying amount exceeds its recoverable amount, an impairment loss is recognised against the carrying amount of the asset. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset.
Impairment losses are recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the unit (group of units) and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Impairment losses are recognised in profit or loss. Impairment losses in respect of assets are recognised in those expense categories that correspond to the function of the asset to which they relate.
| OTHER OPERATING INCOME | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Rents/lease income | 582 | 739 |
| Gain on disposal of non-financial non-current assets | 31 | 97 |
| Reversal of impairment allowances on receivables | 682 | 176 |
| Reversal of impairment losses on property, plant and equipment and intangible assets | 1 | - |
| Reversal of provisions on employee benefits | - | 87 |
| Reversal of provisions for compensation – changing the base | - | 105 |
| Reversal of provisions for liabilities – changing the base | 924 | 904 |
| Reversal of other provisions | - | 251 |
| Penalty fees and compensations received | 38 | 67 |
| Other | 1,896 | 2,035 |
| TOTAL | 4,154 | 4,461 |
| OTHER OPERATING EXPENSES | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Rental costs | (581) | (575) |
| Recognition of impairment losses on receivables | (974) | (37) |
| Recognition of impairment losses on property of intangible assets | (210) | (1) |
| Recognition of provisions on employee benefits | (244) | (51) |
| Recognition of provisions for restructuring - changing the base | - | (9) |
| Recognition of provisions for compensation – changing the base | (12) | - |
| Recognition of provisions for liabilities | (170) | (102) |
| Recognition of provision for anticipated losses | (90) | - |
| Costs of remediating the effects of fortuitous events | (3) | - |
| Receivables written-off | (8) | - |
| Penalties and compensations paid | (144) | (27) |
| Other | (1,605) | (1,425) |
| TOTAL | (4,041) | (2,227) |
As at 31 December 2018, CIECH S.A. made an assessment of premises, originating both from external and internal sources of information, of indicators of impairment of non-financial assets. These analyses did not indicate the need to make larger estimates of the recoverable amount, except for the intangible assets.
Financial income and expenses relate to an entity's financing activities including the acquisition and disposal of equity, securities, drawing of loans and borrowings, issuance of debt securities. Key items of financing activities include:
At each reporting date the Company assesses whether there is any evidence that a financial asset or a group of financial assets is impaired. Where such evidence exists, the Company tests the value of interests in subsidiaries. The recoverable value is defined as the higher of value in use and fair value less costs to sell. Value in use is determined using the discounted cash flow model. The cash flows are based on financial plans covering a period of the next five years, excluding the effects of restructuring, or significant future investments that can improve the operating results of assets being part of the tested cash-generating unit. The recoverable amount is sensitive to the discount rate used in the discounted cash flow model, as well as the expected future cash flows and growth rate adopted for the residual period.
Where it is necessary to recognise impairment losses on involvement in other companies, such losses are recognised in the following order: on shares, on loans granted, on interest on loans.
| NET FINANCIAL INCOME (EXPENSES) | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Interest | 54,777 | 44,264 |
| Dividends and shares in profit | 1,677 | 127,873 |
| Net foreign exchange gains | 2,671 | - |
| Reversal of impairment losses* | 282,937 | 94,886 |
| Income from liquidated companies | 69 | 454 |
| Profits from derivatives | 112 | 75,236 |
| Other | 1,309 | 80 |
| Total financial income | 343,552 | 342,793 |
| Interest | (69,014) | (49,596) |
| Net foreign exchange losses | - | (12,155) |
| Recognition of other impairment losses* | (23,281) | (202,313) |
| Factoring commissions | (1,698) | (1,512) |
| Bank fees and commissions | (3,519) | (3,523) |
| Recognition of provision for anticipated losses | (1,320) | (1,321) |
| Increase in provisions due to change in discount rates | - | (21) |
| Loss due to derivatives | (9,198) | - |
| Costs of discounting of liabilities | (1,181) | - |
| Guarantees costs | (10,734) | (12,221) |
| Other | (1,873) | (873) |
| Total financial expenses | (121,818) | (283,535) |
| Net Financial income (expenses) | 221,734 | 59,258 |
*Detailed description of recognised and reversed impairment losses of the value of financial assets is provided in notes 5.3 and 5.6.
| 01.01.-31.12.2018 | 01.01.-31.12.2017 | |||||
|---|---|---|---|---|---|---|
| Tax effect of each component of other comprehensive income of the CIECH Group |
Before tax | Tax | After tax |
Before tax |
Tax | After tax |
| Cash flow hedge | (5,345) | 947 | (4,398) | 10,132 | (1,766) | 8,366 |
| Valuation of actuarial provisions | (136) | 26 | (110) | (13) | 2 | (11) |
| TOTAL | (5,481) | 973 | (4,508) | 10,119 | (1,764) | 8,355 |
| Other comprehensive income before tax | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Cash flow hedge | (5,345) | 10,132 |
| fair value remeasurement in the period | (14,690) | (1,652) |
| reclassification to profit or loss | 9,345 | 11,784 |
| Valuation of actuarial provisions | (136) | (13) |
| remeasurement for the current period | (136) | (13) |
| Income tax attributable to other components of other comprehensive income | 973 | (1,764) |
| accrued for the current period | 2,767 | 1,920 |
| reclassification to profit or loss | (1,794) | (3,684) |
| Other comprehensive income net of tax | (4,508) | 8,355 |
Current tax receivables and liabilities for the current and prior periods are measured in the amount of the expected tax amount to be paid to tax authorities (recoverable from tax authorities) using tax rates and tax laws that are legally or substantively enacted at the reporting date.
The main components of tax expense include:
| THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Current income tax | (47,487) | (1,320) |
| Income tax for the reporting period | (6,790) | (1,320) |
| Adjustment to tax for previous years | (40,697) | - |
| Deferred tax | (15,914) | (56,244) |
| Origination/reversal of temporary differences | (15,914) | (56,244) |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | (63,401) | (57,564) |
Under the current income tax, the Group presented a provision recognised for a potential tax liability, in the amount of PLN 43,700 thousand. For a detailed description of this case, see note 9.2 to these financial statements.
| INCOME TAX RECOGNISED IN OTHER COMPREHENSIVE INCOME | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Cash flow hedge | 947 | (1,766) |
| Valuation of actuarial provisions | 26 | 2 |
| TOTAL | 973 | (1,764) |
The following represents a reconciliation of income tax calculated by applying the currently enacted statutory tax rate to the Company's pre-tax financial result to income tax calculated based on the effective tax rate:
| EFFECTIVE TAX RATE | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Profit (loss) before taxes | 334,013 | 301,471 |
| Income tax based on currently enacted tax rate | (63,462) | (57,279) |
| Difference due to the application of tax rates of other tax jurisdictions* | (1,023) | (1,207) |
| Tax effect of revenues which are not revenues according to tax regulations (permanent difference)** |
65,054 | 40,405 |
| Tax effect of costs which are not obtaining costs according to tax regulations (permanent difference)*** |
(23,273) | (40,294) |
| Tax losses from statement periods from which deferred tax asset was not included | (40,697) | 811 |
| Income tax recognised In profit and loss statement | (63,401) | (57,564) |
| EFFECTIVE TAX RATE | 19% | 19% |
*The Branch of CIECH S.A. in Romania is subject to a tax rate of 16% and the Branch of CIECH S.A. in Germany – to a tax rate of 30.88%. The tax rates were applied continuously in both periods.
**The main items included in the amount of revenues which are not revenues according to tax regulations result from reversal of impairment losses on investments in subsidiaries and dividend income.
***The main items included in the amount of non-tax deductible expenses result from the recognition of provisions and impairment losses under IFRS 9.
Deferred tax is recognised in respect of temporary differences between the tax values of assets and liabilities and the carrying amounts recognised in the financial statements.
Deferred tax liability is recognised for all taxable temporary differences, unless:
A deferred tax asset is recognised for all deductible temporary differences and for unused tax credits and tax losses carried forward to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised:
The carrying amount of a deferred tax asset is reviewed at the end of every reporting period and is reduced to the extent that it is no longer probable that sufficient taxable income will be available against which the asset can be utilised. Any previously unrecognised deferred tax asset is reassessed at each reporting date and is recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the tax rates and laws that have been enacted at the reporting date or whose application in the future is certain at the reporting date.
Income tax related to items recognised outside profit or loss is itself recognised either in other comprehensive income, when it relates to items recognised in other comprehensive income, or directly in equity, when it relates to items recognised directly in equity.
Deferred tax assets and liabilities are offset solely if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity.
Deferred income tax is based on the assumption that future taxable profit will allow for its usage. In determining the amount of deferred tax assets, CIECH S.A. bases its calculations on estimates related to the term and amount of future taxable income.
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED INCOME TAX LIABILITY |
31.12.2018 | 31.12.2017 | ||||
|---|---|---|---|---|---|---|
| Total asset | Total liability |
Net value | Total asset | Total liability |
Net value | |
| Property, plant and equipment | 40 | 74 | (34) | - | 74 | (74) |
| Financial assets | 646 | 9,746 | (9,100) | 700 | 14,970 | (14,270) |
| Inventory | - | 203 | (203) | - | - | - |
| Trade and other receivables | 118 | 152 | (34) | - | 1,297 | (1,297) |
| Provisions for employee benefits | 106 | 3 | 103 | 111 | 31 | 80 |
| Tax losses carried forward | 15,916 | - | 15,916 | 48,023 | - | 48,023 |
| Foreign exchange differences | 2,511 | - | 2,511 | 3,212 | - | 3,212 |
| Liabilities | 16,417 | 62 | 16,355 | 5,383 | 810 | 4,573 |
| Deferred tax assets/liability | 35,754 | 10,240 | 25,514 | 57,429 | 17,182 | 40,247 |
| Set - off of deferred tax assets/ liability | (10,240) | (10,240) | - | (17,182) | (17,182) | - |
| Deferred tax assets/liability recognised in the statement of financial position |
25,514 | - | 25,514 | 40,247 | - | 40,247 |
The company estimates that in over 12 months from the period for wchich the financial statements is presented, the deffered tax asset will be realized in the amount of PLN 662 thousand. In the same period, the estimated amount of reserve for deferred tax will be PLN 9,749 thousand.
| CHANGE IN TEMPORARY DIFFERENCES IN THE PERIOD |
01.01.2018 | Change in temporary differences recognised in the statement of profit or loss |
Change in temporary differences recognised in equity |
31.12.2018 |
|---|---|---|---|---|
| Property, plant and equipment | (391) | 210 | - | (181) |
| Financial assets | (79,567) | 36,197 | (5,233) | (48,603) |
| Inventory | - | (1,068) | - | (1,068) |
| Trade and other receivables | (6,826) | 7,131 | - | 305 |
| Provisions for employee benefits | 421 | (15) | 135 | 541 |
| Tax losses carried forward | 252,753 | (168,983) | - | 83,770 |
| Foreign exchange differences | 16,904 | (3,683) | - | 13,221 |
| Liabilities | 24,064 | 62,273 | - | 86,337 |
| TOTAL | 207,358 | (67,938) | (5,098) | 135,427 |
| CHANGE IN TEMPORARY DIFFERENCES IN THE PERIOD |
01.01.2017 | Change in temporary differences recognised in the statement of profit or loss |
Change in temporary differences recognised in equity |
31.12.2017 |
|---|---|---|---|---|
| Property, plant and equipment | (391) | - | - | (391) |
| Financial assets | (46,640) | (23,632) | (9,295) | (79,567) |
| Trade and other receivables | (2,026) | (4,800) | - | (6,826) |
| Provisions for employee benefits | 405 | 5 | 11 | 421 |
| Tax losses carried forward | 463,516 | (210,763) | - | 252,753 |
| Foreign exchange differences | 19,878 | (2,974) | - | 16,904 |
| Liabilities | 77,932 | (53,868) | - | 24,064 |
| TOTAL | 512,674 | (296,032) | (9,284) | 207,358 |
The Management Board of the Company predicts that sufficient taxable profit will be realised within the period after the reporting date against which the Company can fully utilise the benefits therefrom. The expected taxable profit will be generated primarily on operating activities.
The Company created an asset for deferred tax due to tax loss based on tax budgets. It is anticipated that in the period of the possible loss the tax income will occur, guaranteeing the realization of the deferred tax asset in its entirety.
The Company did not recognise any deferred tax assets on impairment losses on shares in subsidiaries due to the fact that the Management Board of CIECH S.A. does not intend to sell them in the foreseeable future.
A portion of impairment losses recognised by the Company constitute a permanent difference which will not reduce the tax base in the future. This concerns mainly impairment losses on shares and loans granted to related entities.
In the light of provisions of the General Anti-Avoidance Rule ("GAAR"), applicable as of 15 July 2016 and aimed at preventing the origination and use of factitious legal structures designed to avoid payment of taxes in Poland, the Management Board of CIECH S.A. considered the impact of transactions which could potentially be subject to the GAAR regulations on the deferred tax, tax value of assets and deferred tax provisions. In the opinion of the Management Board, the analysis conducted did not demonstrate the need to adjust the reported current and deferred income tax items. However, in the opinion of the Management Board, there is an inherent uncertainty arising from GAAR that tax authorities will interpret these provisions differently, will change their approach to their interpretation or the rules themselves will change, which may affect the ability to utilise the deferred tax assets in future periods and the possible payment of an additional tax for past periods.
5
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and all other costs directly attributable to the acquisition of the asset and bringing it to a working condition for its intended use. The cost also includes the cost of replacing components of machinery and equipment when incurred if the recognition criteria are met.
The cost of replacing a part of an item of property, plant and equipment are capitalised. Other costs are capitalised only to the extent that it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. Other subsequent costs are recognised in the profit or loss statement as incurred expenses.
A separate component of an item of property, plant and equipment, requiring replacement at regular intervals, is depreciated over its economic useful life.
The Company increases the value of property, plant and equipment by the value of outlays for periodic major overhauls, necessary for the functioning of a given item of property, plant and equipment. These expenditures are treated as a separate item of property, plant and equipment and depreciated through the anticipated period to the next planned overhaul. Upon capitalisation of new costs of overhauls, the non-depreciated value of previous repairs is allocated to operating expenses.
Upon the acquisition or creation of an item of property, plant and equipment, the Company separates from the cost a value equal to the expenditures that need to be made during the next overhaul of a given item of property, plant and equipment and depreciates it through the anticipated period left until the next planned overhaul.
Items of property, plant and equipment, and also their significant and separate components, are depreciated on a straight-line basis over their respective estimated useful lives. Land is not depreciated. The estimated useful lives are as follows:
| Buildings | 20-40 years |
|---|---|
| Machinery and equipment | 3-10 years |
| Means of transport | 5 years |
Depreciation rates are determined on the basis of the expected useful lives of property, plant and equipment, and are subject to annual verification. Any adjustments resulting from the verification are made prospectively as a change in estimate.
Impairment losses on non-financial assets — detailed principles of estimation of impairment losses are described in accounting policies, in note 3.4.
| 01.01.-31.12.2018 | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
Tangible fixed assets under construction |
TOTAL |
|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
761 | 19,792 | 63 | 1,580 | 992 | 23,188 |
| Purchase | 15 | 3,073 | - | 111 | 3,199 | 6,398 |
| Investment outlays | - | - | - | - | 499 | 499 |
| Reclassification | - | 986 | - | 5 | (4,189) | (3,198) |
| Sales | - | (225) | (3) | - | - | (228) |
| Liquidation | (363) | (359) | - | - | - | (722) |
| Other | - | 6 | - | - | - | 6 |
| Gross value of property, plant and equipment at the end of the period |
413 | 23,273 | 60 | 1,696 | 501 | 25,943 |
| Accumulated depreciation at the beginning of the period |
(433) | (7,826) | (62) | (986) | - | (9,307) |
| Depreciation for the period | 305 | (3,209) | 2 | (183) | - | (3,085) |
| Annual depreciation charge | (58) | (3,787) | (1) | (183) | - | (4,029) |
| Sales | - | 221 | 3 | - | - | 224 |
| Liquidation | 363 | 357 | - | - | - | 720 |
| Accumulated depreciation at the end of the period |
(128) | (11,035) | (60) | (1,169) | - | (12,392) |
| Impairment losses at the beginning of the period |
- | (1) | - | - | - | (1) |
| Reversal | - | 1 | - | - | - | 1 |
| Impairment losses at the end of the period |
- | - | - | - | - | - |
| Carrying amount of property, plant and equipment at the beginning of period |
328 | 11,965 | 1 | 594 | 992 | 13,880 |
| Carrying amount of property, plant and equipment at the end of the period |
285 | 12,238 | - | 527 | 501 | 13,551 |
| 01.01.-31.12.2017 | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
Tangible fixed assets under construction |
TOTAL |
|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
959 | 15,443 | 63 | 1,521 | 31 | 18,017 |
| Purchase | 21 | 4,607 | - | 59 | 4,687 | 9,374 |
| Investment outlays | - | - | - | - | 991 | 991 |
| Reclassification | - | 30 | - | - | (4,717) | (4,687) |
| Sales | (219) | (294) | - | - | - | (513) |
| Liquidation | - | 6 | - | - | - | 6 |
| Gross value of property, plant and equipment at the end of the period |
761 | 19,792 | 63 | 1,580 | 992 | 23,188 |
| Accumulated depreciation at the beginning of the period |
(593) | (5,180) | (62) | (820) | - | (6,655) |
| Depreciation for the period | 160 | (2,646) | - | (166) | - | (2,652) |
| Annual depreciation charge | (59) | (2,938) | - | (166) | - | (3,163) |
| Sales | 219 | 292 | - | - | - | 511 |
| Accumulated depreciation at the end of the period |
(433) | (7,826) | (62) | (986) | - | (9,307) |
| Impairment losses at the beginning of the period |
- | - | - | - | - | - |
| Recognition | - | (1) | - | - | - | (1) |
| Impairment losses at the end of the period |
- | (1) | - | - | - | (1) |
| Carrying amount of property, plant and equipment at the beginning of period |
366 | 10,263 | 1 | 701 | 31 | 11,362 |
| Carrying amount of property, plant and equipment at the end of the period |
328 | 11,965 | 1 | 594 | 992 | 13,880 |
| PROPERTY, PLANT AND EQUIPMENT DEPRECIATION CHARGES | 01.01.-31.12.2018 | 01.01.-31.12.2017 | |
|---|---|---|---|
| Selling costs | - | (2) | |
| General and administrative expenses | (4,029) | (3,161) | |
| TOTAL | (4,029) | (3,163) | |
| In the current period changes in accounting estimates did not have a material impact and it is not expected that they will | |||
| have a material impact in future periods. |
Depreciation of property, plant and equipment was charged to the following line items in the statement of profit or loss:
| RECOGNIZED NON-CURRENT ASSETS (OWNERSHIP STRUCTURE) | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Owned | 13,551 | 13,880 |
| TOTAL | 13,551 | 13,880 |
In the reporting periods, CIECH S.A. did not receive any compensation from third parties for impaired items of property, plant and equipment.
As at 31 December 2018, collateral was established on all items of property, plant and equipment (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
Future commitments arising from agreements concerning acquisition of property, plant and equipment amounted to PLN 63 thousand in 2018 (in the comparable period: PLN 70 thousand).
| OFF-BALANCE SHEET PROPERTY, PLANT AND EQUIPMENT | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Used under lease, tenancy and other agreements including: | 1,634 | 2,464 |
| Operating lease agreement | 1,634 | 2,464 |
CIECH S.A. uses passenger cars under operating lease agreements. The value of these cars includes the approximate value of the leased assets, determined as the initial value, less the annual depreciation rate for this group of fixed assets. As at 31 December 2018, this amount was PLN 1,634 thousand, and in the comparable period – PLN 2,464 thousand.
CIECH S.A. is also a lessee of office space, in which the largest item (approx. 2 thousand m2 ) is the office in Warsaw at Wspólna Street, where the Company's registered office is located. The term of the lease agreement expires in 2028. The company does not have a valuation report concerning the lease real property and is of the opinion that the cost of preparing such report would be higher than its informative value. The value of payments incurred in relation to the leased asset and the total amount of future minimum lease payments are disclosed in item 7.4 of this report.
Intangible assets acquired by the company are measured at cost less accumulated amortisation and accumulated impairment losses. Any expenditure on internally generated goodwill and brands, is recognised in the profit or loss as incurred.
Subsequent expenditure on existing intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other subsequent expenditure is expensed as incurred.
Intangible assets are amortised on a straight-line basis over their estimated useful lives. The estimated useful lives of the following categories of intangible assets are as follows:
| Patents and licences | 2–10 years |
|---|---|
| Other | 2-12 years |
Amortisation rates are determined on the basis of the expected useful lives of intangible assets, and are subject to annual verification. Any adjustments resulting from the verification are made prospectively as a change in estimate. Impairment losses on non-financial assets — detailed principles of estimation of impairment losses are described in accounting policies, in note 3.4.
| 01.01.-31.12.2018 | Licences,patents, permits, etc. obtained |
Intangible assets under development |
Other intangible assets |
TOTAL |
|---|---|---|---|---|
| Gross value of intangible assets at the beginning of the period | 33,107 | 26,459 | 9,887 | 69,453 |
| Purchase | 1,735 | 1,735 | - | 3,470 |
| Investment outlays | - | 14,439 | - | 14,439 |
| Reclassifications | 2,531 | (13,358) | 9,092 | (1,735) |
| Activated costs | - | 548 | - | 548 |
| Gross value of intangible assets at the end of the period | 37,373 | 29,823 | 18,979 | 86,175 |
| Accumulated amortisation at the beginning of the period | (30,715) | - | (4,595) | (35,310) |
| Annual amortisation charge | (1,164) | - | (3,434) | (4,598) |
| Accumulated amortisation at the end of the period | (31,879) | - | (8,029) | (39,908) |
| Recognition | - | (210) | - | (210) |
| Impairment losses at the end of the period | - | (210) | - | (210) |
| Net value of intangible assets at the beginning of the period | 2,392 | 26,459 | 5,292 | 34,143 |
| Net value of intangible assets at the end of the period | 5,494 | 29,613 | 10,950 | 46,057 |
| 01.01.-31.12.2017 | Licences,patents, permits, etc. obtained |
Intangible assets under development |
Other intangible assets |
TOTAL |
|---|---|---|---|---|
| Gross value of intangible assets at the beginning of the period |
31,745 | 5,578 | 5,188 | 42,511 |
| Purchase | 929 | 5,628 | 4,699 | 11,256 |
| Investment outlays | - | 21,300 | - | 21,300 |
| Reclassifications | 419 | (6,047) | - | (5,628) |
| Activated costs | 14 | - | - | 14 |
| Gross value of intangible assets at the end of the period | 33,107 | 26,459 | 9,887 | 69,453 |
| Accumulated amortisation at the beginning of the period | (29,991) | - | (3,269) | (33,260) |
| Amortisation for the period | (724) | - | (1,326) | (2,050) |
| Annual amortisation charge | (724) | - | (1,326) | (2,050) |
| Liquidation | - | - | - | - |
| Accumulated amortisation at the end of the period | (30,715) | - | (4,595) | (35,310) |
| Net value of intangible assets at the beginning of the period |
1,754 | 5,578 | 1,919 | 9,251 |
| Net value of intangible assets at the end of the period | 2,392 | 26,459 | 5,292 | 34,143 |
In 2018, the capitalisation rate applied to determine the amount of borrowing costs to be capitalised was approx. 4%, whereas in 2017 it amounted to approx. 8%.
CIECH S.A. is the owner of all intangible assets held. The largest item in the Company's intangible assets is the right to market with the carrying amount of PLN 3,338 thousand.
As at 31 December 2018, collateral was established on all intangible assets (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
An increase in capital expenditure in 2018 was driven by expenditure related to the implementation of the SAP system.
Amortisation of intangible assets was included in the following line items of the statement of profit or loss:
| AMORTISATION CHARGES ON INTANGIBLE ASSETS | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| General and administrative expenses | (1,166) | (1,204) |
| Selling costs | (3,432) | (846) |
| TOTAL | (4,598) | (2,050) |
The Company does not have intangible assets with indefinite useful life. In the current period changes in accounting estimates did not have a material impact and it is not expected that they will have a material impact in future periods.
As at 31 December 2018, future commitments arising from agreements concerning acquisition of intangible assets amounted to PLN 220 thousand (in the comparable period: PLN 1,359 thousand).

In the reporting period and in the presented comparable period, the Company did not incur any expenditure on development activities.
Shares in subsidiaries and associates are stated at purchase price less any impairment losses.
Loans after initial recognition are measured at amortised cost using the effective interest method less any impairment losses.
Accounting policy concerning financial instruments is presented in note 8.1.
Accounting policy concerning judgements and estimates is presented in note 3.5.
| NON-CURRENT FINANCIAL ASSETS | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Shares | 2,184,468 | 1,710,871 |
| Loans granted | 142,861 | 118,180 |
| Derivatives | 11,859 | 35,086 |
| TOTAL | 2,339,188 | 1,864,137 |
| Change in long-term stocks and shares | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Gross value at the beginning of the period | 2,115,826 | 2,015,879 |
| Purchase | 209,721 | 100,600 |
| Sales/liquidation | 152 | 653 |
| Gross value at the end of the period | 2,325,395 | 2,115,826 |
| Impairment update at the beginning of the period | (404,955) | 186,580 |
| Recognition | (2,096) | (218,375) |
| Reversal/usage | 266,124 | - |
| Impairment update at the end of the period | (140,927) | (404,955) |
| Net value of the shares at the beggining of the period | 1,710,871 | 1,829,299 |
| Net value of the shares at the end of the period | 2,184,468 | 1,710,871 |
| Change in liabilities due to Long-term loan | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Gross value at the beginning of the period | 118,180 | 612,669 |
| Grant | 148,415 | 150,000 |
| Repayment | - | (10,000) |
| Reclassfication to/from short-term items | (118,180) | (633,846) |
| Foreign exchange differences | (3,420) | (643) |
| Gross value at the end of the period | 144,995 | 118,180 |
| Impairment update at the beginning of the period | - | (24,250) |
| OB correction - recognition of impairment losses according to IFRS 9 | (1,739) | - |
| Recognition | (2,134) | - |
| Reversal | 1,739 | 7,886 |
| Reclassification to shares | - | 16,364 |
| Closing balance | (2,134) | - |
| Carrying amount of loans at the beginning of period | 116,441 | 588,419 |
| Carrying amount of loans at the end of the period | 142,861 | 118,180 |
Change in the gross value of long-term shares results primarily from:
In 2018, CIECH S.A. granted long-term loans to its subsidiaries:
The change in long-term loans granted resulted from unrealised foreign exchange differences on the revaluation of loans as at the balance sheet date.
The main items which affect the decrease in long-term loans granted are as follows:
As at 31 December 2018, collateral was established on all long-term receivables (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
Ciech S.A. analyses its involvement in the subsidiaries on the basis of their net assets as at the balance sheet date. If any evidence of impairment is identified, the Company estimates the recoverable amount. Due to the occurrence of premises, CIECH S.A. analysed the recoverability of involvement in subsidiaries. The recoverable value applied was the value in use estimated based on the discounted cash flows determined based on five-year financial plans of the subsidiaries. The following assumptions were applied in the impairment tests:
Based on analyses conducted, the Management Board of CIECH S.A. decided to recognise/reverse impairment losses on involvement in, among others, the following companies:
According to the Board's estimates:
| No | Registered office |
31/12/2018 | 31/12/2017 | The Company's direct share in the share capital/ total number of votes as at 31 December 2018 |
The Company's direct share in the share capital/ total number of votes as at 31 December 2017 |
Core activities | |
|---|---|---|---|---|---|---|---|
| Subsidiaries | |||||||
| 1. | SDC GmbH | Stassfurt – Germany |
797,471 | 536,977 | 100% | 100% | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
| 2. | CIECH Soda Polska S.A. |
Inowrocław | 553,098 | 553,098 | 100% | 100% | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
| 3. | CIECH Sarzyna S.A. |
Nowa Sarzyna | 295,947 | 295,947 | 100% | 100% | Manufacture of plastics, manufacture of pesticides and other chemical products. |
| 4. | CIECH Soda Romania S.A. |
Rm. Valcea - Rumunia |
111,000 | 111,000 | 98.74% | 98.74% | Manufacture of other basic inorganic chemicals, wholesale of chemical products. |
| 5. | CIECH Trading S.A. |
Warsaw | 59,156 | 53,528 | 100% | 100% | Wholesale and distribution of solid inorganic and organic chemicals, wholesale and distribution of raw materials for household chemicals, wholesale and distribution of raw materials for cosmetic and pharmaceutical products, wholesale and distribution of fillers, pigments, raw materials for paints and varnishes, wholesale and distribution of food and feed additives, wholesale and distribution of acids, bases and other liquid chemicals. |
| 6. | CIECH Pianki Sp. z o.o. |
Bydgoszcz | 57,451 | 57,451 | 100% | 100% | Manufacture of organic and other inorganic chemicals. |
| 7. | VERBIS ETA Sp. z o.o. SKA |
Warsaw | 37,971 | 37,971 | 100% | 100% | Financing activities, direct lending to the CIECH Group companies |
| 8. | CIECH R&D Sp. z o.o. |
Warsaw | 45,715 | 40,015 | 100% | 100% | Granting licences to the CIECH Group companies to use the trademarks: "Ciech", "Ciech Trading" and "Sól Kujawska naturalna czysta" for business activity purposes, research and developments activities. |
| No | Registered office |
31/12/2018 | 31/12/2017 | The Company's direct share in the share capital/ total number of votes as at 31 December 2018 |
The Company's direct share in the share capital/ total number of votes as at 31 December 2017 |
Core activities | |
|---|---|---|---|---|---|---|---|
| 9. | CIECH Vitrosilicon S.A. |
Iłowa | 12,302 | 12,302 | 83.03% | 83.03% | Production of other basic inorganic chemicals, manufacture of hollow glass and technical glassware, manufacture of plastic packaging goods, manufacture of other plastic products. |
| 10. | CIECH Transclean Sp. z o.o. |
Bydgoszcz | 3,455 | 3,455 | 100% | 100% | International transport of liquid chemicals |
| 11. | Gamma Finanse Sp. z o.o. |
Warsaw | 2,889 | 2,889 | 100% | 100% | Financing activities. |
| 12. | Ciech Group Financing AB |
Sweden | 1,815 | 2,056 | 100% | 100% | Financing activities. |
| 13. | VERBIS ETA Sp. z o.o. |
Warsaw | 5 | 5 | 100% | 100% | Other activities. |
| 14. | Bosten S.A. | Warsaw | - | 100 | 100% | 90% | Other research and experimental development on natural sciences and engineering, |
| 15. | Ciech Nieruchomości S.A. |
Warsaw | - | 1,636 | 99.2% | 99.2% | Buying and selling of own real estate. |
| 15. | Proplan Plant Protection Company S.L. |
Madrid | 203,866 | - | 100% | - | Production and sales of crop protection chemicals. |
| 16. | Janikosoda S.A. | Warsaw | 623 | 737 | 17.6% | 17.6% | Since March 2017, the Company has not carried out any operating activities. |
| Other subsidiaries |
841 | 841 | |||||
| Associates | 863 | 863 | |||||
| Carrying amount of shares in related entities |
2,184,468 | 1,710,871 |
Raw materials and goods are measured at cost being the purchase price increased by other costs incurred in bringing the asset to its present location and condition or place on the market but not higher than the selling price possible to achieve.
The cost of inventory is based on the first-in first-out principle (FIFO).
CIECH S.A. recognises inventory impairment allowances for damaged and slow moving inventory. Inventory impairment allowances are also recognised for inventory with a carrying amount that exceeds the realisable net selling price. Reversal occurs as a result of the use or sales of inventory in the course of business activities while usage is the result of inventory being scrapped.
| INVENTORY | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Materials | 1 | 1 |
| Goods | 41,018 | 31,794 |
| TOTAL | 41,019 | 31,795 |
In the presented periods, inventories write-offs to net sales prices did not occur.
The value of inventories (taking into account write-downs to net selling prices) recognised as costs in 2018 amounted to PLN 1,935,829 thousand (in the comparable period: PLN 1,795,248 thousand).
As at 31 December 2018, collateral was established on all inventories (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
After initial recognition, current trade and other receivables are measured at the amortised cost using the effective interest method less any impairment losses.
Receivables denominated in foreign currencies are recognised at the average NBP exchange rate effective on the working day immediately preceding the date of the transaction, unless a different exchange rate was indicated in the customs declaration or another binding document.
At the reporting date, receivables denominated in foreign currencies are translated at the average exchange rate established for that date by the NBP except for prepayments made for deliveries, which are translated using sell exchange rate of the bank effective on the payment date.
The Company uses non-recourse factoring services. The factor transfers advance payments to the Company's account in the full amount of invoices accepted for financing. The financing of receivables transferred is provided in various timeframes, therefore, as at the balance sheet date, there may be receivables which have not been financed yet and are reported as factoring receivables. Advance payments received are posted as factoring liabilities. In the statement of financial position, factoring receivables and liabilities are recognised on a net basis up to 90% of the value of advance payments received from the factor (the 90% limit results from the level of the receivables insurance). The remaining 10% of receivables value is reported as factoring receivables, and 10% of the value of advance payments received is reported as factoring liabilities.
Impairment allowances are recognised on interest receivable on late payments of receivables, in the full amount of interest accrued. These allowances are recognised upon accrual, as at the due date or balance sheet date, and deducted from finance income from interest accrued.
The Entity estimates allowances always at the amount of long-term expected credit losses, regardless of whether there is an evidence of a material increase in credit risk.
At each balance sheet date, the Entity estimates allowances for all receivables regardless of their repayment status. The Entity estimates impairment allowances primarily on the basis of portfolio PD ratios estimated on the basis of historical observations for debt portfolios with similar characteristics. If it is not possible to estimate portfolio ratios, the Group permits the use of individual parameters (benchmark or expert parameters). Pursuant to Article 163 of the CRR1 , a PD ratio may not be lower than 0.03%.
In addition, regardless of the foregoing, the Entity recognises impairment allowances in respect of receivables:
1 Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms
Moreover, allowances in the full amount of receivables are recognised in relation to receivables that are more than 180 days past their maturity as at the balance sheet date.
The amount established as a result of the abovementioned allowances may be decreased if the Management Board is in possession of reliable documents, indicating that the receivables were secured and their payment is highly probable.
Impairment allowances on receivables are charged to other operating expenses. Allowances are also recognised for amounts that increase the value of receivables, including late payment interest, for which impairment allowances were previously recognised.
| TRADE AND OTHER RECEIVABLES | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Trade receivables, including: | 280,416 | 217,339 |
| - up to 12 months | 280,363 | 217,333 |
| - prepayments for inventory | 53 | 6 |
| Public and legal receivables (excluding income tax) | 33,442 | 19,404 |
| Insurance receivables | 295 | 306 |
| External services | 1,108 | 691 |
| Factoring receivables | 36,528 | 23,255 |
| Assets due to continuous involvement | 2,103 | 1,821 |
| Receivables from cashpool | 42,219 | 12,524 |
| Other receivables | 4,562 | 5,425 |
| NET TRADE AND OTHER RECEIVABLES | 400,673 | 280,765 |
| Impairment allowances with respect to trade receivables including | (15,130) | (13,164) |
| - impairment allowance recognized in the current reporting period | (2,124) | (1,363) |
| Impairment allowances with respect to other current receivables including | (16,361) | (15,701) |
| - impairment allowance recognized in the current reporting period | (17) | - |
| GROSS TRADE AND OTHER RECEIVABLES | 432,164 | 309,630 |
Fair value of trade receivables and other receivables does not differ significantly from their carrying value.
As at the balance sheet date, continuing involvement is reported. It is calculated as a product of the financing received, interest and the period of delay in payments. As at 31 December 2018, the asset from continuing involvement amounted to PLN 2,103 thousand. The value of factoring assets derecognised from the statement of financial position is PLN 152,808 thousand (PLN 146,733 thousand in the comparable period).
| CHANGE IN IMPAIRMENT ALLOWANCES ON SHORT-TERM RECEIVABLES | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
|---|---|---|
| Opening balance | (28,865) | (33,420) |
| Opewning balance adjustment due to IFRS 9 | (620) | - |
| Recognized | (2,141) | (1,363) |
| Reversed | 694 | 4,026 |
| Used | 261 | 471 |
| Exchange differences | (820) | 1,421 |
| Closing balance | (31,491) | (28,865) |
The principles for recognising impairment allowances for short-term receivables are described above, in the "Accounting Policy" section.
| AGEING OF PAST DUE TRADE RECEIVABLES | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Up to 1 month | 61,159 | 31,753 |
| Between 1 and 3 months | 13,995 | 738 |
| 3 to 6 months | 5,531 | 2,660 |
| 6 months to 1 year | 6,989 | 565 |
| Above 1 year | 11,868 | 11,487 |
| Total (gross) past due trade receivables | 99,542 | 47,203 |
| Impairment allowances on past due trade receivables | (12,389) | (11,529) |
| Total (net) past due trade receivables | 87,153 | 35,674 |
Terms of transactions with related entities have been presented in note 9.3.
Commercial contracts concluded by CIECH S.A. include various terms of payment of trade receivables depending on the type of transaction, market characteristics and trade conditions. The most common payment terms are: 14, 30, 60 and 90 days. As at 31 December 2018, collateral was established on all receivables (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
Loans after initial recognition are measured at amortised cost using the effective interest method less any impairment losses.
Accounting policy concerning financial instruments is presented in note 8.1.
Accounting policy concerning judgements and estimates is presented in note 3.5.
| SHORT-TERM FINANCIAL ASSETS | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Derivatives | 16,060 | 24,354 |
| Loans granted | 990,404 | 987,950 |
| Total (net) short-term financial assets | 1,006,464 | 1,012,304 |
| Impairment of short-term financial assets | (18,126) | (49,345) |
| Total (gross) short-term financial assets | 1,024,590 | 1,061,649 |
| Change in liabilities due to Short-term loan | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Gross value at the beginning of the period | 1,037,295 | 343,218 |
| Grant | 81,601 | 251,644 |
| Repayment | (184,937) | (174,387) |
| Reclassification from long-term positions | 118,180 | 633,846 |
| Cancelation - liquidation of the company | (49,035) | - |
| Exchange differences | 5,426 | (17,026) |
| Gross value at the end of the period | 1,008,530 | 1,037,295 |
| Impairment update at the beginning of the period | (49,345) | (130,300) |
| OB adjustment- recognition of impairment losses according to IFRS 9 | (14,544) | - |
| Recognition | (17,816) | (2,194) |
| Reversal | 14,544 | 83,149 |
| Usage - liquidation of the company | 49,035 | - |
| Closing balance | (18,126) | (49,345) |
| Carrying amount of loans at the beginning of period | 973,406 | 212,918 |
| Carrying amount of loans at the end of the period | 990,404 | 987,950 |
As at 31 December 2018, collateral was established on all short-term receivables (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
Material items affecting the change in short-term loans including interests are as follows:
| CIECH Nieruchomości S.A. | in the amount of PLN 24,250 thousand |
|---|---|
| CIECH Soda Polska S.A. | in the amount of PLN 74,412 thousand |
| CIECH Vitrosilicon S.A. | in the amount of PLN 19,518 thousand |
The change in short-term loans resulted also from unrealised foreign exchange differences on the revaluation of loans as at the balance sheet date.
Based on analyses conducted, the Management Board of CIECH S.A. decided to recognise impairment losses on short-term loans granted to the following companies:
The balance of impairment losses was also affected by:
Cash and cash equivalents include cash in hand and bank deposits repayable on demand. Current investments that are not subject to significant changes in value and that may be easily exchanged for a determinable amount of cash and that form an integral part of the Entity's cash management are recognised as cash and cash equivalents for the purposes of the statement of cash flows.
At the reporting date, any foreign currencies in bank accounts and on hand are measured at the average exchange rate for a given currency, quoted by the President of the NBP.
For cash and cash equivalents for which no evidence of impairment due to credit risk has been identified, impairment allowances are estimated using individual parameters determined on the basis of benchmarks (using information on bank ratings), scaled down to the horizon for estimating expected credit losses.
For cash and cash equivalents for which there is evidence of impairment due to credit risk, the Entity analyses recoveries using probability-weighted scenarios.
| CASH AND CASH EQUIVALENTS | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Bank accounts | 44,332 | 218,927 |
| Short-term deposits | 10,673 | 156,455 |
| Cash in hand | 20 | 11 |
| Impariment in accordance with IFRS 9 | (37) | - |
| Cash and cash equivalents – presented in the statement of financial position | 54,988 | 375,393 |
| Cash and cash equivalents – presented in the cash flow statement | 54,988 | 375,393 |
The effective interest rates of short-term bank deposits are similar to the nominal interest rates, and fair value of short-term bank deposits is not significantly different from carrying value. Interest rates are based on WIBOR, EURIBOR and LIBOR.
As at 31 December 2018, collateral was established on all cash and cash equivalents (under an agreement on registered pledges over a set of movable assets and rights) for the Company's financial liabilities under a term loan taken out, RCF loan and overdraft loans.
As at 31 December 2018 and as at 31 December 2017, there was no restricted cash and cash equivalents in CIECH S.A.
CIECH S.A.'s capital structure consist of its debts, including the credit facilities presented in note 7.1, cash and cash equivalents and equity, including shares issued, reserve capital and retained earnings.
CIECH S.A. manages its capital in order to ensure its ability to continue as a going concern and, at the same time, maximize returns for stakeholders by optimising the debt to equity ratio. In 2017-2018 there were no changes in aims, principles and processes of capital management.
CIECH S.A.'s share capital is disclosed at nominal value, adjusted by the effects of hyperinflation in the years 1989-1996. When shares are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a change in equity. The purchased shares are presented as a deduction from total equity.
A liability for a dividend payable is recognised when authorised.
Net profit (loss) is presented in equity under retained earnings.
As at 31 December 2018, the carrying amount of the share capital of CIECH S.A. amounted to PLN 287,614 thousand and comprised the share capital from the share issues and from the hyperinflation adjustment. As at the date of adopting the IFRS, i.e. 1 January 2004, the share capital of the Company was adjusted for hyperinflation between 1989 and 1996. The hyperinflation adjustment of PLN 24,114 thousand was charged to retained profits.
The shares of CIECH S.A. are listed on Warsaw Stock Exchange and on Frankfurt Stock Exchange. The share capital of CIECH S.A. amounts to PLN 263,500,965 and is divided into 52,699,909 shares with a nominal value of PLN 5 each, including:
The shares of all series are ordinary shares and do not carry any additional rights, preferences or restrictions as to dividend distribution or return of capital. Share capital is fully paid up.
To the best knowledge of the Company, as at the day of approving this report, entities holding significant blocks of shares (at least 5%) are the entities listed below:
| Shareholder | Type of shares | Number of shares |
Number of votes at the General Meeting of Shareholders |
Share in the total number of votes at the General Meeting of Shareholders |
Stake in share capital (%) |
|---|---|---|---|---|---|
| KI Chemistry s. à r. l. 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 |
3,900,000 | 3,900,000 | 7.40% | 7.40% |
| Other | Ordinary bearer |
21,847,857 | 21,847,857 | 41.46% | 41.46% |
* 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 28 January 2019, CR 5/2019 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).
The percentage share of above-listed shareholders in the share capital of CIECH S.A. equals the percentage share in the number of votes at the General Shareholders Meeting of CIECH S.A.
In 2018 and in the comparable period, CIECH S.A. did not purchase or hold treasury shares.
The share premium arose from the surplus in excess of nominal value achieved upon the issue of C, D and E series shares.
The table below presents the balances of other reserve capital, consisting of the following items:
| OTHER RESERVE CAPITAL BY PURPOSE | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Commercial risk fund | 3,330 | 3,330 |
| Fund for purchasing soda companies | 15,200 | 15,200 |
| Development funds | 57,669 | 57,669 |
| TOTAL | 76,199 | 76,199 |
The cash flow hedge reserve reflects the valuation and settlement of hedging instruments to which the hedge accounting applies. Detailed information is presented in note 8.2.
Actuarial valuation reserve comprises actuarial gains or losses, i.e. the effects of differences between the previous assumptions made in the valuation of employee benefit provisions and what has actually occurred and the effects of changes in assumptions for these provisions, including change in discount rate.
Until the date of approval of the financial statements for publication, the Management Board of CIECH SA has not adopted a resolution on the proposed distribution of net profit for 2018.
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 dividend record and payment dates were set respectively for 2 July 2018 and 31 August 2018.
There were no business combinations in the presented periods.
In 2018, changes in the CIECH Group's structure that occurred in relation to the companies in which CIECH S.A. held shares, either directly or indirectly, were related to, among others:
On 3 January 2018, the Court registered the increase of the share capital of Ciech Nieruchomości S.A. The Company's share capital was increased by PLN 18,000 thousand by way of issue of 900 million series D bearer shares with the nominal value and issue price of PLN 0.02 per share. CIECH SA acquired series D shares in exchange for cash, thus control over the Company changed from indirect to direct. At present, CIECH S.A. holds 99.18% of this Company's share capital.
On April 2018 at the general meeting of partners of CIECH Cerium Sp. z o.o. Sp. k., it was decided to express consent for CIECH S.A. to make a new contribution in the amount of PLN 150 thousand, therefore the current contribution of CIECH S.A. amounts to PLN 625 thousand.
On 4 October 2018, the Extraordinary Shareholders' Meeting of CIECH R&D Sp. z o.o. resolved to increase the Company's share capital by PLN 5 thousand, i.e. from PLN 40,000 thousand to PLN 40,005 thousand through creation of 100 new, equal and indivisible shares with a value of PLN 50 per share. The new shares were earmarked for acquisition by CIECH S.A. in exchange for a cash contribution of PLN 5,700 thousand, where the amount of PLN 5,695 thousand represents the share premium allocated to the supplementary capital. By way of a representation of 4 October 2018, CIECH S.A. acquired 100 new shares. The court registered the share capital increase on 30 October 2018.
On 22 November 2018, the Extraordinary Shareholders' Meeting of CIECH R&D Sp. z o.o. increased the Company's share capital by PLN 2 thousand, i.e. from PLN 40,005 thousand to PLN 40,007 thousand through creation of new, equal and indivisible shares with a value of PLN 50 per share. The right to acquire 40 new shares with a total nominal value of PLN 2 thousand was granted to CIECH S.A. in exchange for a cash contribution of PLN 2,200 thousand, where the amount of PLN 2,198 thousand represented the share premium allocated to the supplementary capital. The court registered the share capital increase on 23 January 2019.
On 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 26 July 2018. CIECH SA acquired 100% of shares in Proplan Plant Protection Company S.L. ("Proplan") and obtained control of the supplier of crop protection products.
The acquisition price was determined as follow:
On 15 November 2018, the Partners' Meeting of CIECH Cerium spółka z ograniczoną odpowiedzialnością spółka komandytowa decided to dissolve the Partnership and agreed on the manner of terminating the Partnership's operations without liquidation. The Partnership's operations were terminated without liquidating the Partnership, by dividing the Partnership's assets on an in-kind basis, without the need to convert them into cash. The Partnership's assets were first allocated for the repayment of its liabilities, including any known non-matured or disputable liabilities, except for liabilities towards the Partners. According to the resolution of the Partners' Meeting, other assets of the Partnership have been distributed among the Partners in the proportion in which they participate in the Partnership's profit. The Partnership was deleted from the National Court Register on 27 November 2018.
| LOANS, BORROWINGS AND OTHER DEBT INSTRUMENTS | 31.12.2018 | 31.12.2017 |
|---|---|---|
| LONG-TERM | 1,333,695 | 1,130,482 |
| Loans and borrowings | 1,333,695 | 1,130,482 |
| SHORT-TERM | 493,601 | 413,516 |
| Loans and borrowings | 415,936 | 295,559 |
| Cash pooling liabilities | 77,665 | 117,957 |
| TOTAL | 1,827,296 | 1,543,998 |
| 01.01.-31.12.2018 | 01.01.-31.12.2017 | |
|---|---|---|
| Opening balance | 1,426,041 | 1,405,436 |
| Income from contracted debt | 649,072 | 39,000 |
| received funding | 649,072 | 39,000 |
| Calculation of interest | 42,381 | 46,016 |
| Debt payments | (375,372) | (49,396) |
| refund of capital | (334,515) | (5,438) |
| interest paid | (40,857) | (43,958) |
| Foreign exchange differences on borrowing in foreign currencies | 7,200 | 10 |
| Valuation | 2,011 | (17,639) |
| Others | (1,702) | 2,614 |
| Closing balance | 1,749,631 | 1,426,041 |
The CIECH S.A.'s debt financing is secured mainly through loans made available to CIECH S.A. under the Facilities Agreement dated 9 January 2018:
loan agreements of 9 January 2018:
o term loan in the amount of PLN 1,212,520 thousand and EUR 30,000 thousand (the total amount of the loan as at 31 December 2018 was PLN 1,341,520 thousand),
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 31 December 2018 was PLN 250,000 thousand).
short-term liability on account of loans, with limit PLN 100,000 thousand and EUR 10,000 thousand loan agreements of 28 and 29 August 2018 (the amount of credits used as at 31 December was PLN 32,873 thousand.
Detailed information about loan liabilities is disclosed in the Management Board Report on activities of the CIECH Group and CIECH S.A. for 2018, in section 4.6.
As at 31 December 2018, CIECH S.A. has a short-term liability on account of loans received in the amount of PLN 132,444 thousand, including:
The interest rate of the Loans is a floating rate and it is determined on the basis of the WIBOR / EURIBOR base rate, plus margin, the level of which depends on the level of the net debt index to EBITDA. The initial value of the margin was 1.5%. The current value of the margin is 1%. Based on the level of the net debt ratio to the operating result plus amortization as at the end of 2018, the loan margin will increase to 1.5%.
7
During the period covered by these financial statements, no loan agreement was called to maturity and there were no violations of payment terms for repayment of principal or interest due in relation to financial liabilities recognised in the balance sheet. Under the Facilities Agreement dated 29 October 2015, CIECH S.A. and its selected subsidiaries were obliged to, among others, maintain a certain level of net leverage ratio for the Group specified in the Facilities Agreement (the ratio of the CIECH Group's consolidated net debt to consolidated EBITDA of the CIECH Group calculated according to the guidelines in the amount of at least 4.0, measured at the end of a year and first six months of a year). As at the balance sheet date, i.e. 31 December 2018, this ratio was maintained and amounted to 2.4.
Accounting policy concerning financial instruments is presented in note 8.1.
| OTHER NON-CURRENT LIABILITIES | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Derivatives | 38,181 | 41,528 |
| Liabilities due to purchase of shares and other financial assets | 21,235 | - |
| TOTAL | 59,416 | 41,528 |
The balance of liabilities due to purchase of shares comprises long-term portion of the deferred payment for the acquisition of Proplan Plant Protection Company, S.L. - see note 6.4 for more information.
Trade and other liabilities are classified as current or non-current based on the following principles:
Liabilities denominated in foreign currencies are recognised at the NBP's average exchange rate effective on the last working day before the date of transaction.
At the reporting date foreign currency denominated liabilities are translated at the average exchange rate announced for that day by the NBP except for received prepayments. Currency translation differences arising upon the repayment of a liability (realised) or its valuation (unrealised) are presented within financial income or expense. Prepayments for deliveries denominated in foreign currencies are recognised at the exchange rate applicable as at the transaction day.
The Company uses non-recourse factoring services. The factor transfers advance payments to the Company's account in the full amount of invoices accepted for financing. The financing of receivables transferred is provided in various timeframes, therefore, as at the balance sheet date, there may be receivables which have not been financed yet and are reported as factoring receivables. Advance payments received are posted as factoring liabilities. In the statement of financial position, factoring receivables and liabilities are recognised on a net basis up to 90% of the value of advance payments received from the factor (the 90% limit results from the level of the receivables insurance). The remaining 10% of receivables value is reported as factoring receivables, and 10% of the value of advance payments received is reported as factoring liabilities.
At the reporting date trade payables are measured at amortised cost (i.e. they are discounted using the effective interest method) and increased by any applicable late interest accrued.
Late interest is not accrued when a formal waiver is received from the counterparty. In all other cases such interest is accrued and recognised in accordance with the following principles:
| CURRENT TRADE AND OTHER LIABILITIES | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Trade liabilities and advances taken | 476,681 | 398,885 |
| - in up to 12 months | 471,094 | 396,908 |
| - prepayments received for supplies | 5,587 | 1,977 |
| Public and legal liabilities (excluding income tax) | - | 282 |
| Liabilities for purchase of property, plant and equipment | 5,851 | 15,705 |
| Financial instruments liabilities | 6,587 | 2,141 |
| Liabilities to employees | 836 | 765 |
| Payroll liabilities | 1,928 | 15,070 |
| Holiday leave accrual | 2,721 | 2,326 |
| Materials and energy consumption | - | 131 |
| External services | 649 | 2,731 |
| Social security and other employee benefits | 277 | 1,388 |
| Factoring liabilites | 16,979 | 16,304 |
| Other | 20,386 | 20,715 |
| TOTAL | 532,895 | 476,443 |
Trade liabilities do not bear interest. Commercial contracts concluded by CIECH S.A. include various terms of payment of trade liabilities depending on the type of transaction, market characteristics and trade conditions. The most common payment terms are: 14, 30, 60 and 90 days.
A financial lease is when, and only when, all the risks and rewards incidental to ownership of the subject matter of the contract (including a lease contract) remain with the financing party — in such case the Company does not recognise the asset as property, plant and equipment. Costs are recognised proportionally to the term of the agreement (on a straight line basis) unless another systematic basis is representative of the time pattern of the user's benefit, even if the payments are not on that basis. Initial direct costs incurred before the conclusion of a lease contract, if substantial, are settled over time, proportionally to lease payments disclosed in financial statements, or are recognised as an expense in the statement of profit or loss in the period in which they are incurred.
All incentives for the agreement of a new or renewed operating lease should be recognised as an integral part of the net consideration agreed for the use of the leased asset, irrespective of the incentive's nature or form or the timing of payments.
The lessee recognises the aggregate benefit of incentives as a reduction of rental expense over the lease term, on a straight-line basis unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Assets used in CIECH S.A. under operating lease agreements include passenger cars and premises – mainly office and warehouse space. The operating lease agreement for cars is a renewable agreement, making it possible to acquire an asset at its estimated market value at the end of its use. The Company is not obliged to purchase the leased assets.
In the financial year 2018, the costs of lease payments were as follows:
lease of passenger cars – PLN 909 thousand (PLN 830 thousand for the comparable period),
lease of space – PLN 5,107 thousand (PLN 4,868 thousand for the comparable period).
Total amounts of future minimum lease payments are presented in the table below:
| TOTAL FUTURE MINIMUM OPERATING LEASE PAYMENTS | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Up to 1 year | 4,821 | 5,824 |
| Between 1 and 5 years | 15,500 | 23,565 |
| Over 5 years | 17,954 | - |
| TOTAL | 38,275 | 29,389 |
These payments reflect only lease payments (excluding non-lease payments).
Based on the Company's remuneration plan, the employees of CIECH S.A. are entitled to retirement and disability benefits. The Company's obligations in respect of the above benefits is the amount of benefit entitlement that employees have earned as a result of their service in the current and prior years.
Net defined benefit liabilities are calculated separately for each plan by estimation of future payments required to settle the obligation resulting from employee service in the current and prior periods (discounted to its present value and reduced by the fair value of plan assets). The discount rate is the rate of return for low-risk debt securities with similar maturity date as the Company's liabilities as at the end of the reporting period. An appropriate estimation is made by an authorised actuary with the application of forecast discounted unit right method.
The Company recognises in the statement of profit or loss:
The Company recognises in other comprehensive income actuarial gains and losses – the effects of differences between the previous actuarial assumptions and what has actually occurred and the effects of changes in actuarial assumptions and change in discount rate.
The amount of the provision for employee benefits is determined based on actuarial valuations performed by independent professional firms. By actuarial valuation estimates are made regarding the rotation in employment, wage growth, discount rates and inflation.
| LONG-TERM | SHORT-TERM | |||
|---|---|---|---|---|
| PROVISIONS FOR EMPLOYEE BENEFITS | 01.01.- 31.12.2018 |
01.01.-31.12.2017 | 01.01.-31.12.2018 | 01.01.-31.12.2017 |
| Opening balance | 436 | 447 | 400 | 313 |
| Recognition | 325 | 83 | 55 | 60 |
| Use and reversal | - | - | (221) | (67) |
| Reclassification from lon-gterm do short-term provision |
(187) | (94) | 187 | 94 |
| Closing balance | 574 | 436 | 421 | 400 |
In 2018, short-term provision for employee benefits was recognised in the amount of PLN 55 thousand and a long-term provision for employee benefits was recognised in the amount of PLN 325 thousand, of which PLN 136 thousand was recognised in equity. In the comparable period, a provision for employee benefits included in equity and amounting to PLN 11 thousand was recognised.
Employee benefits are measured on the basis of actuarial valuations and including provision for retirement and disability benefits. A discount rate of 3.0% p.a. was applied in order to determine the current value of future liabilities due to employee benefits. The discount rate applied is established in nominal value. At the same time, future inflation in the amount of 2.5% per annum was taken into account. The estimated nominal growth rate of 1.0% was applied. The remuneration growth rate of 1.0% was applied for the residual period. Staff turnover ratio is established based on historic data, adjusted for employment restructuring plans. According to the Company's estimations, a change in actuarial assumptions will not have a significant impact on financial results.
A provision is recognised if, as a result of a past event, the Company has a present obligation and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
A provision for restructuring is recognised when the Management Board has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly and a reliable estimate can be made.
For measurement of the provisions, the Company is required to make estimates, assumptions regarding discount rates, expected costs and payment terms.
| CHANGE IN OTHER SHORT-TERM PROVISIONS | Provision for liabilities |
Provision for expected losses |
Other provisions | TOTAL | |
|---|---|---|---|---|---|
| 01.01.-31.12.2018 | |||||
| Opening balance | 6,179 | 29,387 | 507 | 36,073 | |
| Recognition | 68,713 | 90 | - | 68,803 | |
| Use and reversal | (1,085) | - | (507) | (1,592) | |
| Closing balance | 73,807 | 29,477 | - | 103,284 | |
| 01.01.-31.12.2017 | |||||
| Opening balance | 7,574 | 28,066 | 758 | 36,398 | |
| Recognition | 102 | 1,321 | - | 1,423 | |
| Use and reversal | (1,497) | - | (251) | (1,748) | |
| Closing balance | 6,179 | 29,387 | 507 | 36,073 |
The amount of provisions is an estimated value and may be subject to change during utilisation.
Short-term provision of PLN 103,284 thousand are related to potential claims (principal liability plus interest liabilities and litigation costs) resulting from litigation. An significant item is the provision for potential tax liability and default interest in the amount of PLN 43,700 thousand and PLN 23,511 thousand, respectively (see note 9.2 for more information).
Principles of measurement after initial recognition/at the end of reporting period and presentation of financial instruments in financial statements
| Category of assets or liabilities |
Measurement | Recognition |
|---|---|---|
| Assets at fair value through profit or loss |
At fair value | Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
| Financial assets measured at amortised cost |
At amortised cost using the effective interest rate (IRR) |
Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
| Financial assets at fair value through other comprehensive income |
At fair value | Changes from remeasurement at fair value are recognised in other comprehensive income. For debt instruments interest is recognised directly in profit or loss. |
| Purchased or originated credit impaired (POCI) assets |
At fair value | Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
| Other financial liabilities | At amortised cost using the effective interest rate (IRR) |
Remeasurement changes adjust the carrying amount of the liability and are recognised in current period profit or loss. |
| Liabilities at fair value through profit or loss |
At fair value | Remeasurement changes adjust the carrying amount of the asset and are recognised in current period profit or loss. |
At each balance sheet date, the Entity assesses whether there has been a significant increase in credit risk for a single financial asset (financial instrument) since its initial recognition. If such a significant increase has taken place, the Entity estimates allowances in the amount of long-term expected credit losses. Otherwise, the Entity estimates allowances in the amount of 12-month expected credit losses, even if in previous periods allowances were recognised in the amount of long-term expected credit losses.
The Entity assumes that in the case of financial instruments that meet the definition of a low credit risk instrument as at a given balance sheet date, there has been no significant increase in credit risk and therefore the allowance is estimated at the amount of 12-month expected credit losses. The credit risk on a financial instrument is considered low for these purposes, if:
An external rating of "investment grade" is an example of an instrument that is considered by the Entity as having low credit risk.
The Entity considers that there has been a significant increase in credit risk for a given financial instrument, if there has been a delay in contractual payments of more than 30 days.
For a financial asset that is credit-impaired at the reporting date, but that is not a purchased or originated credit-impaired financial (POCI) asset, the Entity measures the expected credit losses as the difference between the asset's gross carrying
amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate. Any adjustment is recognised in profit or loss as an impairment gain or loss.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events:
It may not be possible to identify a single discrete event—instead, the combined effect of several events may have caused financial assets to become credit-impaired. Regardless of the above criteria, the Entity considers that there has been an impairment loss in the event of a delay in payment of more than 180 days.
The amount of the write-down determined as a result of the above-mentioned estimates may be reduced if the Management Board possess reliable documents that indicate the receivables are secured and their payment is highly probable.
For financial assets for which no evidence of impairment due to credit risk has been identified, impairment allowances are estimated using individual parameters determined on the basis of benchmarks (using information on bank ratings) or values provided by experts, scaled down to the horizon for estimating expected credit losses.
For financial assets for which there is evidence of impairment due to credit risk, the Entity analyses recoveries using probability-weighted scenarios.
Trade receivables and contract assets are exceptions to this rule. For these categories of assets, the Entity may choose a simplified approach whereby write-downs are estimated over the lifetime horizon - right from the initial recognition of exposures.
At each reporting date the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired.
If any objective evidence indicates that loans and receivables measured at amortised cost are impaired, the impairment loss is the amount of the difference between the carrying amount of the financial asset and the present value of estimated future cash flows (excluding future losses on unrecoverable receivables that have not yet been incurred) discounted at the original (i.e. determined at initial recognition) effective interest rate. The carrying amount of assets is reduced through the use of allowances. The amount of allowance is recognised in profit or loss.
The Company first assesses whether there is any objective evidence of impairment of individually significant financial assets, and also whether any indications of impairment exist in respect of financial assets that are not individually significant. If the analysis does not reveal any objective evidence of impairment of an individually assessed financial asset, regardless of whether it is significant or not, the Company includes such an asset in a group of financial assets with similar credit risk and evaluates them collectively in terms of impairment. Assets that are individually assessed for impairment and for which an impairment loss was recognised or it was considered that the existing allowance should not change, are not taken into account when assessing the group of assets for impairment.
If in a subsequent period the amount of impairment loss decreases and the decrease can be objectively associated with an event occurring after the recognition of the impairment loss, the previously recognised impairment loss is reversed. The subsequent reversal of the impairment loss is recognised in profit or loss to the extent that the asset's carrying amount at the reversal date does not exceed its amortised cost.
In particular, in relation to trade receivables from entities in liquidation or bankruptcy, or not admitted to bankruptcy, or in relation to receivables that are contested by debtors (disputed receivables), or where payments due are delayed and either the debtor's financial standing makes the collection no longer probable or such delay exceeds 180 days, an impairment loss is recognised in the full amount due after taking into account the amounts of any existing security which the Management Board of the Company considers highly probable of execution.
If objective evidence indicates that available-for-sale financial assets are impaired, the amount of the difference between the asset's acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any
impairment loss previously recognised in profit or loss, is removed from other comprehensive income and reclassified into profit or loss. Reversals of impairment losses on equity instruments classified as available-for-sale cannot be recognised in profit or loss. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss.
If objective evidence indicates that impairment may exist in respect of an unquoted equity instrument that is not recognised at fair value due to the fact that its fair value cannot be reliably measured, or a derivative which is linked to or must be settled through delivery of such an unquoted equity instrument, the amount of impairment loss is determined as the difference between the carrying amount of the financial asset and the present value of its estimated future cash flows discounted at the current market rate of return for similar financial assets.
The main financial instruments disclosed in the statement of financial position of CIECH S.A. as at 31 December 2018 include: Financial assets:
| CLASSES OF FINANCIAL INSTRUMENTS | note | 31.12.2018 | 31.12.2017 | CATEGORIES OF FINANCIAL INSTRUMENTS |
|---|---|---|---|---|
| Cash and cash equivalents | 5.7 | 54,988 | 375,393 Loans measured at amortized cost | |
| Loans granted | 5.3;5.6 | 1,133,265 | 1,106,130 Loans measured at amortized cost | |
| Trade receivables | 5.5 | 280,363 | 217,333 Loans measured at amortized cost | |
| Factoring receivables | 5.5 | 36,528 | 23,255 Loans measured at amortized cost | |
| Hedging derivatives with positive value | 5.3; 5.6 | 27,521 | 53,530 Valued in fair value through income statement |
|
| Derivative instruments recognized in financial assets designated as hedging instruments |
5.3; 5.6 | 398 | 5,910 Hedging instruments | |
| Cash pooling receivables | 5.5 | 42,219 | 12,524 Loans measured at amortized cost | |
| ASSETS | 1,575,282 | 1,794,075 | ||
| Trade liabilities | 7.3 | (471,094) | (396,908) | Loans measured at amortized cost |
| Loans and borrowings | 7.1 | (1,749,631) | (1,426,041) | Loans measured at amortized cost |
| Factoring liabilities | 7.3 | (16,979) | (16,304) | Loans measured at amortized cost |
| Hedging derivatives with negative value | 7.2;7.3 | (43,087) | (41,713) | Valued in fair value through income statement |
| Derivative instruments with negative value | 7.2;7.3 | (1,681) | (1,956) | Hedging instruments |
| Cash pooling liabilities | 7.3 | (77,665) | (117,957) | Loans measured at amortized cost |
| LIABILITIES | (2,360,137) | (2,000,879) |
Selected trade receivables in CIECH S.A. are subject to factoring. This is factoring with the assumption of insolvency risk whereby the factor assumes the risk in the amount specified in the insurance policy.
| Items of revenues, costs, profits and losses recognized in the statement of profit or loss |
01.01.- 31.12.2018 |
01.01.- 31.12.2017 |
Categories of financial instruments |
|---|---|---|---|
| Revenues/(costs) due to interests, including those calculated using the effective interest rate method |
(17,476) | (4,497) | |
| 52,966 | 45,854 Financial assets valued at amortized cost | ||
| (70,442) | (50,351) | Financial liabilities valued at amortized cost | |
| Profits/(losses) due to exchange differences | 2,671 | (12,155) | |
| 2,671 | (12,155) | Financial liabilities valued at amortized cost | |
| Recognition of impairment losses | (2,192) | (3,256) | Financial liabilities valued at amortized cost |
| Reversal of write-offs | 724 | 4,026 Financial liabilities valued at amortized cost | |
| Income/expenses due to the use of derivative financial instruments |
236 | 89,441 | |
| (9,086) | 75,236 Assets/financial liabilities valued in fair value through income statement |
||
| 9,322 | 14,205 Hedging instruments | ||
| TOTAL | (16,037) | 73,559 |
Hedge accounting recognises the offsetting effects on profit or loss of changes in the fair values of the hedging instrument and the hedged item. Derivatives such as options, forwards, swaps are held to hedge the fair value of assets or liabilities or expected future cash flows.
For the hedging instruments, the Entity may apply hedge accounting if, and only if, all the following conditions are met:
A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with all, or a component of, a recognised asset or liability (such as all or some future interest payments on variable-rate debt) or a highly probable forecast transaction, and could affect profit or loss. Cash flow hedge shall be accounted for as follows:
✓ the separate component of equity associated with the hedged item (cash flow hedge reserve) is adjusted to the lower of the following (in absolute amounts):
The effective portion of the hedge is transferred to profit or loss as a reclassification adjustment in the period or periods when the hedged expected future cash flows affect profit or loss.
The table below presents a summary of specific groups of relationships existing in 2018, designated for hedge accounting:
| 31.12.2018 | 31.12.2017 | ||||||
|---|---|---|---|---|---|---|---|
| Type of instrument |
Secured position | Nominal value/Volume |
Maturity | Value in financial assets |
Value in financial liabilities |
Value in financial assets |
Value in financial liabilities |
| Derivative instruments - cash flow hedge | |||||||
| Currency risk | |||||||
| Currency Forwards EUR/PLN |
Future cash flows due to the realization of sales revenues denominated or indexed to the EUR exchange rate |
EUR 78,784 Thousand |
2019 | 543 | (218) | 4 271 | - |
| Currency Forwards USD/RON |
Future cash flows due to the realization of sales revenues denominated or indexed to the USD exchange rate |
USD 31,800 Thousand |
2019 | - | (848) | 1 429 | - |
| Interest rate risk | |||||||
| Interest rate swap EURIBOR 6M fixed rate |
Interest payments on a term loan contracted by CIECH S.A. with a nominal value of PLN 30,000 thousand EUR |
EUR 25,521 Thousand |
2022 | - | (756) | 210 | (1,956) |
| 31.12.2018 | 31.12.2017 | |||||
|---|---|---|---|---|---|---|
| Before tax | Tax | After tax | Before tax | Tax | After tax | |
| Provision for the use of cash flow hedges at the beginning of the period |
3,954 | (707) | 3,246 | (6,178) | 1,058 | (5,120) |
| Effective part of profits / (losses) on hedging instruments: |
||||||
| -currency risk | (13,702) | 2,553 | (11,149) | (8,888) | 1,830 | (7,059) |
| -interest rate risk | (988) | 188 | (800) | (466) | 88 | (377) |
| Reclassification to the statment of profit or | ||||||
| loss: | ||||||
| - currency risk (sales revenues) | 7,367 | (1,418) | 5,950 | 16,834 | (3,181) | 13,654 |
| -interest rate risk (interest costs) | 1,978 | (376) | 1,602 | 2,651 | (503) | 2,148 |
| Provision for the use of cash flow hedges at the end of the period |
(1,391) | 240 | (1,152) | 3,954 | (707) | 3,246 |
The aim of CIECH S.A. when taking the decision concerning the implementation of the principles of cash flow hedging was to reduce the influence of interest rate movements and exchange rates differences from valuation of financial instruments on the statement of profit or loss by reflecting their hedging nature in the financial statements.
In the reporting period, there were no instances of identifying the inability to realise a future transaction in respect of which the cash flow hedge accounting was applied.
Sales revenues designated to hedge accounting are considered as highly probable. Their occurrence is anticipated in the Company's long-term financial forecast. Additionally, majority of these transactions are concluded with regular customers of CIECH S.A., which supports the probability of their occurrence.
CIECH S.A. actively manages operational and financial risk, striving to reduce the fluctuation of cash flows and maximise the companies' market value.
CIECH S.A.'s policy assumes natural hedging of imports and exports and hedging of up to 75% of net exposure to currencies exchange rate change by using derivatives and 100% exposure to interest rate risk.
In 2018, the Company concluded futures contracts to hedge currency risk and interest rate risk (forward, IRS and CIRS transactions).
CIECH S.A. cooperates with bank service providers of high credit rating and with substantial experience in the cash management area. Allocation of financial resources is performed through the use of intra-group loans, dividends payout by subsidiaries, participation in a cash management system (cashpooling) and increase of share capital in the subsidiaries.
CIECH S.A. manages financial risks based on, among others, the developed and adopted market risk hedging strategy. The aim of the financial risk management policy is to identify areas requiring risk analysis to determine methods to identify and measure it, to determine activities undertaken in relation to identified risk areas and to define organisational solutions in the risk management process.
In fulfilling its main goals, CIECH S.A. aims to avoid excessive market risk. This goal is realised by identifying, monitoring and hedging cash flow fluctuation risk and monitoring the size and costs of the Company's debt. When assessing risk, the Company takes into account the risk portfolio effect resulting from the variety of conducted business activities. Effects of the risk are reflected in the financial statements.
Financial risk management covers processes of identifying, measuring and establishing the manner of responding to that risk, including processes related to currency exchange rates and interest rate fluctuations. CIECH S.A. monitors risk areas which are most important for its activities.
CIECH S.A. finances its activity mainly through term loans. The amount of the costs of interest-bearing debt held by the Company depends on the reference rate. This refers to term loans made available under a facilities agreement dated 9 January 2018 in the amount of PLN 1,212 million and EUR 30 million, a revolving credit facility made available under a facilities agreement dated 9 January 2015 in the amount of PLN 250 million (as at the end of 2018, the debt amounted to PLN 250), overdraft facilities (as at the end of 2018, the debt amounted to PLN 32,873 Thousand) and a part of lease and factoring contracts.
Therefore, the Company is exposed to risk of change in finance costs due to changing interest rates on existing debt. This may result in increased financial costs and, consequently, deterioration of the Company's financial performance. The risk is partially reduced by the assets owned by CIECH S.A. (bank deposits), interest bearing in accordance with variable interest rate, and by concluding hedging transactions.
In 2018, CIECH S.A. used the following interest rate hedging transactions:
The table below presents the statement of financial position items (without derivative instruments) exposed to interest rate risk:
| Total carrying amount | 31.12.2018 | 31.12.2017 |
|---|---|---|
| Fixed interest rate instruments | 354,132 | (3,945) |
| Financial assets | 354,132 | 92,177 |
| Financial liabilities | - | (96,122) |
| Floating interest rate instruments | (950,956) | (46,006) |
| Financial assets | 876,340 | 1,401,870 |
| Financial liabilities* | (1,827,296) | (1,447,876) |
*EUR 30 milion secured by the IRS, PLN 1,045 thousand PLN secured by CIRS – IRS transaction separated as part of the CIRS decomposition
The table below shows the effects of a change in the interest rate by 100 basis points in relation to the floating interest rate instruments presented in the statement of financial position.
| Statement of profit or loss | Equity* | |||
|---|---|---|---|---|
| increase by 100 bp | decrease by 100 bp | increase by 100 bp | decrease by 100 bp | |
| 31.12.2018 | ||||
| Floating interest rate instruments | (9,510) | 9,510 | - | - |
| Interest rate swap transactions (IRS) | - | - | 1,364 | (1,410) |
| Cash flows sensitivity (net) | (9,510) | 9,510 | 1,364 | (1,410) |
| 31.12.2017 | ||||
| Floating interest rate instruments | (460) | 460 | - | - |
| Interest rate swap transactions (IRS) | - | - | 10,412 | (10,862) |
| Cash flows sensitivity (net) | (460) | 460 | 10,412 | (10,862) |
* Do not include the impact of profit/loss on equity.
Currency risk is an inevitable component of commercial activity denominated in foreign currencies. Due to the nature of conducted import and export operations, CIECH S.A. is subject to currency exposure related to the significant lead of export over import. Sources of currency risk to which the Company was exposed in 2018 included: purchase of raw materials, product sales, loans taken out and cash in foreign currencies. Unfavourable changes in currency exchange rates may worsen the Company's financial results.
In 2018, CIECH S.A. used hedging contracts, such as forward options, to partially cover currency risk. CIECH S.A. tries to naturally hedge the foreign currency exposure, including matching of currency flows arising from sales and purchases as well as strategic debt denominated in EUR, in order to fit it to the expected exposure to currency risk in operations.
The table below presents the estimated currency exposure of CIECH S.A. in EUR and USD as at 31 December 2018 and 2017 due to financial instruments:
| Exposure to currency risk in EUR (figures denominated in EUR) |
31.12.2018 | 31.12.2017 | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Borrowings granted sensitive to FX rate changes |
83,400 | 61,192 | x | |
| Trade and other receivables | 12,395 | 13,380 | x | |
| Cash including bank deposits | 2,941 | 13,600 | x | |
| Liabilities | ||||
| Trade and other liabilities | (13,741) | (13,760) | x | |
| Term loan liabilities | (30,000) | (69,673) | x | |
| Hedging instruments: Forward | (78,784) | (15,600) | x | |
| Forward not designated in headge accounting | (25,000) | - | x | |
| Hedging instruments: CIRS (forward transactions isolated as part of decomposition of CIRS) |
(209,764) | (246,665) | x | |
| Total exposure | (258,553) | (257,526) |
| Exposure to currency risk in USD (figures denominated in USD) |
31.12.2017 | 31.12.2016 | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | 15,000 | 12,624 | x | |
| Cash including bank deposits | 968 | 9,538 | x | |
| Liabilities | ||||
| Trade and other liabilities | (4,653) | (3,048) | x | |
| Hedging instruments: Forward* | (31,800) | (5,600) | x | |
| Total exposure | (20,485) | 13,514 |
* Measurement of financial instruments designated for hedge accounting is referred to other comprehensive income while ineffectiveness is recognised in the profit or loss statement.
The table contains an analysis of the sensitivity of individual statement of financial position items to exchange rate changes as at 31 December 2018.
| Figures denominated in EUR* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|
|---|---|---|---|
| Analysis of sensitivity to EUR exchange rate changes – 2017 | |||
| Currency balance sheet items | (2,885) | - | (2,885) |
| Hedging instruments: Forward | 473 | 773 | (300) |
| Analysis of sensitivity to EUR exchange rate changes – 2016 | |||
| Currency balance sheet items | (2,419) | (2,419) | - |
| Hedging instruments: Forward | (156) | - | (156) |
* Increase of EUR/PLN exchange rate by 1 grosz
| Figures denominated in USD* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|
|---|---|---|---|
| Analysis of sensitivity to USD exchange rate changes – 2017 | |||
| Currency balance sheet items | 113 | 113 | - |
| Hedging instruments: Forward | (318) | - | (318) |
| Analysis of sensitivity to USD exchange rate changes – 2016 | |||
| Currency balance sheet items | 191 | 191 | - |
| Hedging instruments: Forward | (56) | - | (56) |
* Increase of EUR/PLN exchange rate by 1 grosz
A significant portion of CIECH S.A.'s activity is the import and export of chemical raw materials. The raw materials markets are characterised by a cyclical nature related to fluctuations of the global economy. The growing prices of raw materials cause a decrease in margins of trade intermediaries and a decrease of demand generated by recipients. On the other hand, the falling prices are usually a symptom of a decreasing demand and the beginning of an economic downturn. On the domestic market, raw materials are subject to similar tendencies. The maintenance of a stable pace of economic growth and stable prices of chemical raw materials will have a positive impact on the commercial activity of CIECH S.A. Considerable fluctuations of demand and prices caused either by fast economic growth or economic stagnation will have a negative influence on the activity related to trading in chemical raw materials by the Company.
CIECH S.A. reduces price risk through concluding agreements with suppliers with appropriate price formula.
Credit risk means a threat of the counterparty not fulfilling the obligations stipulated in the agreement, exposing the lender to financial loss.
From the CIECH S.A.'s point of view, credit risk is linked to:
CIECH S.A. is exposed to credit risk connected with the credit rating of customers being parties to products and goods sales transactions. That risk is limited by using internal procedures to establish amounts of credit limits for customers and to manage trade receivables (the Company uses securities in the form of a letter of credit, bank guarantees, mortgages, receivables insurance and non-recourse factoring). Customers' creditworthiness is assessed and appropriate collateral is obtained from the borrowers, allowing for a reduction of potential losses in the case of failure to repay the debt. Credit risk assessment for customers is performed prior to concluding an agreement and periodically at subsequent deliveries of goods in accordance with the binding procedures. The risk of the receivables portfolio is assessed on a weekly basis. On selected markets, where more risky payment deadlines are applied, the Company makes use of services provided by companies specialising in insuring receivables. Credit risk connected with cash in bank and bank deposits is low as CIECH S.A. enters into transactions with high-rating banks with stable market position.
The table below presents the maximum exposure of financial assets to credit risk as at the end of reporting period.
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Cash and cash equivalents | 54,988 | 375,393 |
| Loans granted | 1,133,265 | 1,106,130 |
| Trade receivables | 280,363 | 217,333 |
| Factoring receivables | 36,528 | 23,255 |
| Cash pooling receivables | 42,219 | 12,524 |
| Assets due to valuation of derivatives | 27,919 | 59,440 |
| TOTAL | 1,575,282 | 1,794,075 |
The fair value of financial assets exposed to credit risk is similar to their carrying amount. At the end of the presented periods, there were no loans granted to non-related entities.
| 31.12.2018 | 31.12.2017 | |||
|---|---|---|---|---|
| Trade receivables and factoring receivables (gross value) |
Impairment loss | Trade receivables and factoring receivables (gross value) |
Impairment loss | |
| Not overdue | 232,475 | (2,740) | 206,555 | (1,635) |
| Up to 1 month | 61,160 | - | 31,753 | - |
| 1-3 months | 13,995 | - | 738 | - |
| 3-6 months | 5,532 | - | 2,660 | - |
| 6-12 months | 6,991 | (600) | 565 | (42) |
| Over 1 year | 11,868 | (11,790) | 11,487 | (11,487) |
| TOTAL | 332,021 | (15,130) | 253,758 | (13,164) |
The table below presents trade receivables and factoring receivables by age from maturity date.
According to the Management Board of CIECH S.A., the Company's assets that are not overdue and not covered by an impairment allowance are of high credit quality. The Company has no material items which would be uncollectible as at the reporting date and not covered by an impairment allowance.
Information on guarantees and sureties granted is provided in note 9.2 to these statements.
| Trade receivables and factoring receivables (net value) | Loans granted (net value) | |||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Poland | 200,475 | 115,675 | 779,134 | 850,906 |
| European Union | 40,207 | 59,800 | 354,131 | 255,224 |
| Other European countries | 17,012 | 16,350 | - | - |
| North America | - | 54 | - | - |
| South America | - | 117 | - | - |
| Africa | 9,745 | 3,779 | - | - |
| Asia | 49,452 | 44,819 | - | - |
| TOTAL | 316,891 | 240,594 | 1,133,265 | 1,106,130 |
| Trade receivables and factoring receivables (net value) | Loans granted (net value) | |||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | 31.12.2018 | 31.12.2017 | |
| Soda segment | 194,229 | 183,968 | - | - |
| Organic segment | 99,423 | 43,778 | - | - |
| Transport segment | 17,228 | 4,589 | - | - |
| Silicates and Glass segment | 4,694 | 5,106 | - | - |
| Other activities | 1,317 | 3,153 | 1,133,265 | 1,106,130 |
| TOTAL | 316,891 | 240,594 | 1,133,265 | 1,106,130 |
Changes in the gross carrying amounts of trade receivables and loans with reconciliation of write-downs as at 31 December 2018 and as at 31 December 2017 to opening balances are presented in the table below:
| Trade receivables | Loans | |||||
|---|---|---|---|---|---|---|
| Basket 1 | Basket 3 | Basket 1 | Basket 3 | |||
| ECL in life - no loss of value |
ECL in life - with loss of value |
TOTAL | 12-month ECL | ECL in life | TOTAL | |
| Gross value on 01.12.2018 | 215,455 | 15,048 | 230,503 | 1,103,113 | 52,362 | 1,155,475 |
| Created | 2,304,976 | - | 2,304,976 | 187,271 | - | 187,271 |
| Interest accrued | 6,955 | - | 6,955 | 42,744 | (2,834) | 39,910 |
| Written off | - | - | - | - | (46,200) | (46,200) |
| Repaid | (2,238,564) | - | (2,238,564) | (184,938) | - | (184,938) |
| Exchange differences | (8,325) | - | (8,325) | 2,006 | - | 2,006 |
| Gross value on 31.12.2018 | 280,497 | 15,048 | 295,545 | 1,150,196 | 3,328 | 1,153,524 |
| Impairment 31.12.2017 | ||||||
| According to IAS 39 | - | 13,164 | 13,164 | - | 49,344 | 49,344 |
| Adjustment of the initial application of IFRS 9 |
588 | - | 588 | 16,282 | - | 16,282 |
| Opening balance of revaluation write-offs on 01/01/2018 (calculated in accordance with IFRS 9) |
588 | 13,164 | 13,752 | 16,282 | 49,344 | 65,626 |
| write-downs included in the financial result |
82 | 1,960 | 2,042 | 16,931 | 3,018 | 19,949 |
| Reversal of write-offs | (588) | (76) | (664) | (16,282) | (49,034) | (65,316) |
| Net-value on 31.12.2018 | 280,415 | - | 280,415 | 1,133,265 | - | 1,133,265 |
The net carrying amount of trade receivables and loans reflects the maximum exposure to credit risk.
As at 1 January 2018, in accordance with IAS 39, the Company recognised impairment allowances for loans in the amount of PLN 49,344 thousand, based on a case-by-case analysis of particular loans and the probability of their repayment. As at the date of application of IFRS 9, the Company, in accordance with the three-stage expected credit loss model, calculated the expected credit loss on the basis of the probability of default (calculated based on the assessment of credit risk, i.e. the Company's rating). The impairment allowance of PLN 16,282 thousand was charged to retained earnings as at 1 January 2018. As at the effective date of IFRS 9, all loans were classified by the Company in Stage 1 (loans for which no significant deterioration in credit quality was observed and expected credit losses are estimated in the period of 12 months after the reporting date). As at 31 December 2018, loans were reclassified to Stage 2 or Stage 3.
The following tables present the reconciliation of impairment allowances for financial assets.
| IFRS 9 | MSSF 9 | IAS 39 | |
|---|---|---|---|
| 31.12.2018 | 01.01.2018 | 31.12.2017 | |
| Gross carrying amount | 1,153,524 | 1,155,474 | 1,155,474 |
| Write-down | (20,259) | (65,626) | (49,344) |
| TOTAL | 1,133,265 | 1,089,848 | 1,106,130 |
| 31.12.2018 | 01.01.2018 | ||||||
|---|---|---|---|---|---|---|---|
| Rating | Bakset 1 | Basket 3 | Basket 1 | Basket 3 | |||
| 12-month ECL | ECL in life | TOTAL | 12-month ECL | ECL in life | TOTAL | ||
| Rating CIECH SA (-BB S&P) |
1,150,196 | 3,328 | 1,153,524 | 1,106,100 | 49,344 | 1,155,474 | |
| Gross value | 1,150,196 | 3,328 | 1,153,524 | 1,106,130 | 49,344 | 1,155,474 | |
| Impariment loss | (16,931) | (3,328 ) | (20,259) | (16,282) | (49,344) | (65,626) | |
| Net value | 1,133,265 | - | 1,133,265 | 1,089,848 | - | 1,089,848 |
The following table presents an analysis of the credit risk stages of loans measured at amortised cost.
The following tables present the reconciliation of impairment allowances for financial assets in accordance with IFRS 9.
Default rates and calculation of impairment allowances as at 1 January 2018 are presented in the following table.
In addition, as at 1 January 2018 the Company carried out an analysis of receivables with a total carrying amount of PLN 250,503 thousand which, in accordance with IAS 39, were identified on a case by case basis as impaired (receivables past due by more than 180 days). The analysis confirmed previous estimates that these receivables are fully irrecoverable. Therefore, no adjustments were made to these items as at 1 January 2018. In 2018, the Company recognised additional impairment allowances for receivables overdue by more than 180 days in the amount of PLN 8,400 thousand.
| 01.01.2018 | TOTAL | Current 0-30 days | 30-60 days | >90 days |
|---|---|---|---|---|
| Receivables | 230,503 | 215,053 | 738 | 14,712 |
| Liabilities failure ratio | - | 0.03% | 0.03% | 0.03% |
| Expected credit losses | 588 | 64 | - | 524 |
| Total expected losses | 13,752 | 1,699 | - | 12,053 |
| from group analysis | 588 | 64 | - | 524 |
| from individual analysis | 13,164 | 1,635 | - | 11,529 |
| 31.12.2018 | TOTAL | Current 0-30 days | 30-60 days | >90 day |
|---|---|---|---|---|
| Gross receivables | 295,545 | 257,161 | 13,995 | 24,389 |
| Liabilities failure ratio | - | 0.03% | 0.03% | 0.03% |
| Expected credit losses | 82 | 76 | 4 | 2 |
| Total expected losses | 15,130 | 2,734 | 4 | 12,392 |
| from group analysis | 82 | 76 | 4 | 2 |
| from individual analysis | 15,048 | 2,658 | 12,390 |
CIECH S.A. is exposed to risk connected with maintaining liquidity due to the considerable share of external financing (due to the term loan, working capital facility and lease agreements) in relation to operating results, the limited ability to obtain new financing due to the existing high level of indebtedness and the risk of losing the existing long-term financing as a result of violating covenants stipulated in the bond issue terms and loan agreements.
The following measures are applied to reduce liquidity risk:
The CIECH S.A.'s debt financing is ensured by a term loan. In addition, a revolving credit facility in the amount of PLN 250 million has been made available to the Company, constituting an additional source of current liquidity and working capital financing (as at 31 December 2018, the facility was drawn down in the amount of PLN 250 million).
| 31.12.2018 | Carrying amount |
Contractual cash flows |
Below | up to 12 months | 1–2 years |
3–5 years |
|---|---|---|---|---|---|---|
| Trade liabilities | (471,094) | (471,094) | (471,094) | - | - | - |
| Loans and borrowings | (1,749,631) | (1,886,343) | (268,053) | (183,074) | (35,121) | (1,400,095) |
| Factoring liabilities | (16,979) | (16,979) | (16,979) | - | - | - |
| Cash pooling liabilities | (77,665) | (77,665) | (77,665) | - | - | - |
| Derivative instruments with negative value |
(43 087) | (44 371) | - | (5 137) | (39 234) | - |
| Hedging derivatives with negative value | (1 681) | (1 422) | (789) | (433) | (200) | - |
| Total financial liabilities | (2 315 369) | (2 452 081) | (834 580) | (183 507) | (35 321) | (1 400 095) |
The table below presents financial liabilities at face value grouped by maturity.
| 31.12.2017 | Carrying amount |
Contractual cash flows |
Below | up to 12 months | 1–2 years | 3–5 years |
|---|---|---|---|---|---|---|
| Trade liabilities | (396,908) | (396,908) | (396,908) | - | - | - |
| Loans and borrowings | (1,426,041) | (1,510,252) | (15,713) | (312,039) | (226,365) | (956,135) |
| Factoring liabilities | (16,304) | (16,304) | (16,304) | - | - | - |
| Cash pooling liabilities | (117,957) | (117,957) | (117,957) | - | - | - |
| Derivative instruments with negative value |
(41,713) | (44,307) | - | (819) | (43,488) | - |
| Hedging derivatives with negative value | (1,956) | (1,592) | (393) | (385) | (814) | - |
| Total financial liabilities | (2,000,879) | (2,087,320) | (547,275) | (313,243) | (270,667) | (956,135) |
Detailed information concerning revenues and costs pertaining to financial instruments, recognised in the statement of profit or loss has been presented in note 8.1.
The following list presents the fair value of financial instruments.
| 31.12.2018 | 31.12.2017 | |||
|---|---|---|---|---|
| Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Cash and cash equivalents | 54,988 | 54,988 | 375,393 | 375,393 |
| Loans granted | 1,133,265 | 1,133,265 | 1,106,130 | 1,106,130 |
| Trade receivables | 280,363 | 280,363 | 217,333 | 217,333 |
| Assets due to valuation of derivatives | 27,521 | 27,521 | 53,530 | 53,530 |
| Derivative instruments recognized in financial assets designated as hedging instruments |
398 | 398 | 5,910 | 5,910 |
| Cash pooling receivables | 42,219 | 42,219 | 12,524 | 12,524 |
| Factoring receivables | 36,528 | 36,528 | 23,255 | 23,255 |
| ASSETS | 1,575,282 | 1,575,282 | 1,794,075 | 1,794,075 |
| Loans and borrowings | (1,749,631) | (1,756,842) | (1,426,041) | (1,431,752) |
| Trade liabilities | (471,094) | (471,094) | (396,908) | (396,908) |
| Liabilities due to valuation of derivatives | (43,087) | (43,087) | (41,713) | (41,713) |
| Derivative instruments recognized in financial liabilities designated as hedging instruments |
(1,681) | (1,681) | (1,956) | (1,956) |
| Cash pooling liabilities | (77,665) | (77,665) | (117,957) | (117,957) |
| Factoring liabilities | (16,979) | (16,979) | (16,304) | (16,304) |
| LIABILITIES | (2,360,137) | (2,367,348) | (2,000,879) | (2,006,590) |
The fair value of financial assets and liabilities corresponds with the amounts for which these instruments may be exchanged in a market transaction between well informed parties. The following assumptions were made in establishing the fair value:
Measurement at fair value is grouped according to three-level hierarchy:
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Level 2 | Level 2 | |
| ASSETS | 27 919 | 59,440 |
| Hedging instruments | 398 | 5,910 |
| Derivatives at fair value through profit or loss | 27 521 | 53,530 |
| LIABILITIES | (44 768) | (43,669) |
| Hedging instruments | (1 681) | (1,956) |
| Derivatives at fair value through profit or loss | (43 087) | (41,713) |
| TOTAL | (16 849) | 15,771 |
As at 31 June 2018, CIECH S.A. held the following types of financial instruments measured at fair value: interest rate swap contracts, currency forward contracts EUR/PLN, forward USD/RON and CIRS (currency and interest rate swap) contract EUR/PLN. The CIRS contract is not designated to hedge accounting.
The fair value of the interest rate swap contract is determined as a difference in the discounted interest rate cash flow (cash flow based on a floating rate, the so-called floating leg, and a fixed rate, the so-called fixed leg). The input data for the method is the market data for interest rates provided by Reuters. The fair value of the CIRS contract is determined as a difference in discounted interest and capital cash flows. The input data for the method is the market data for interest rates and cross currency basis-swaps quotations provided by Reuters. The fair value of the currency forward is determined as a difference between the transaction rate and the forward rate at the valuation date multiplied by the nominal value of the contract in the foreign currency. The input data for the method is the market data for interest rates and cross currency basis-swaps quotations provided by Reuters.
| Fair value of financial instruments | Longterm financial assets |
Short-term financial assets |
Other long term liabilities |
Trade and other liabilities |
TOTAL |
|---|---|---|---|---|---|
| 31.12.2018 | |||||
| IRS EUR | - | - | (282) | (474) | (756) |
| CIRS | 11,859 | 15,517 | (37,899) | (5,047) | (15,570) |
| Forward EUR/PLN | - | 543 | - | (218) | 325 |
| Forward USD /RON | - | - | - | (848) | (848) |
| TOTAL | 11,859 | 16,060 | (38,181) | (6,587) | (16,849) |
| 31.12.2017 | |||||
| IRS EUR | 210 | - | (620) | (1,336) | (1,746) |
| CIRS | 34,876 | 18,654 | (40,908) | (805) | 11,817 |
| Forward EUR/PLN | - | 4,271 | - | - | 4,271 |
| Forward USD /RON | - | 1,429 | - | - | 1,429 |
| TOTAL | 35,086 | 24,354 | (41,528) | (2,141) | 15,771 |
The above financial instruments were classified at level 2 of the fair value hierarchy. In 2018, there were no transfers within the fair value hierarchy of instruments measured at fair value.
CIECH S.A. has taken out term and revolving credit facilities whose book value, as at 31 December 2018, was PLN 1,617,187 thousand, and whose fair value amounted to PLN 1,624,398 thousand (Level 2 of fair value hierarchy). The Company recognised that the fair value of the loans taken out does not differ significantly from their nominal value due to the fact that these loans carry variable interest rates.
In the case of the remaining financial instruments held by CIECH S.A. (classified mainly as cash, loans and receivables, financial liabilities measured at amortised cost other than loans and financial liabilities excluded from the scope of IFRS 9), the fair value is close to the book value.
The tables below present the reasons for the differences between the changes of particular items of the statement of financial position and changes resulting from the statement of cash flows:
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Change of liabilities presented in statement of financial position | 353,747 | (199,337) |
| Change of financial liabilities | (283,298) | 150,864 |
| Change of income tax liabilities | 3,891 | 1,552 |
| Change of liabilities applying to non-current assets | 7,067 | (12,457) |
| Change of liabilities - compensation | (32,655) | 23,884 |
| Valuation of derivatives | (253) | 83,268 |
| Change of liabilities in statement of cash flow | 48,499 | 47,774 |
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Receivables change presented in statement of financial position | (119,908) | 113,946 |
| Zmiana stanu należności z tytułu podatku dochodowego | - | (807) |
| Reclasification of receivables from cashpool | 29,695 | 11,585 |
| Receivables change due to increase in the capital of a subsidiary company | 2,330 | - |
| Receivables change - compensation due to purchase of asset | (619) | (4,598) |
| Receivables change - conversion to a loan | - | (64,849) |
| Receivables change - redeemed loans with interest | 49,034 | - |
| Receivables change - compensation of interest on the loan | 26,327 | - |
| Receivables change presented in statement of cash flow | (13,141) | 55,277 |
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Change in reserves and employee benefits | 67,370 | (249) |
| Change in reserves from income tax | (43,700) | - |
| Receivables change presented in statement of cash flow | 23,670 | (249) |
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits to the Company. Contingent assets are not recognised in the statement of financial position since this may result in the recognition of income that may never be realised.
A contingent liability is a possible future obligation, whose existence will be confirmed by the occurrence or non occurrence of uncertain future events not wholly within the Company's control. These are also liabilities that arose from past events but were not recognised in the financial statements because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the statement of financial position.
As at 31 December 2018, CIECH S.A. did not have any significant disputed liabilities pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the cases described in section "Checks in the field of tax settlements" hereof.
As at 31 December 2018, CIECH S.A. did not hold any significant disputed receivables pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies.
| 31.12.2018 | 31.12.2017 | |
|---|---|---|
| Contingent assets | 18,864 | 18,864 |
| Other contingent receivables* | 18,864 | 18,864 |
| Other contingent liabilities | 586,262 | 511,416 |
| Guarantees and sureties granted** | 586,262 | 511,416 |
*Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów Sp. z o.o. with its registered office in Człuchów.
** Including:
As at 31 December 2018, contingent liabilities amounted to PLN 586,262 thousand and decreased as compared to 31 December 2017 by PLN 74,846 thousand. This change resulted primarily from the value of guarantees to loans (described above) and the change in the value of gurantees granted for liabilities of subsidiaries:
| Beneficiary's name | Total amount of liabilities covered by guarantee/surety in whole or in specific part |
Financial terms, including guarantee fee due to the company; guarantee period |
Principal | |
|---|---|---|---|---|
| currency | PLN | |||
| CIECH S.A. | ||||
| Landesamt fuer Geologie und Bergwesen Sachsen-Anhalt |
EUR 7,101 thousand |
30,534 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to liability; no time limit |
CIECH Soda Deutschland (subsidiary) |
| Santander Faktoring Sp. z o.o. |
PLN 18,000 thousand |
18,000 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to liability; no time limit |
CIECH Trading S.A. (subsidiary) |
| Beneficiary's name | Total amount of liabilities covered by guarantee/surety in whole or in specific part |
Financial terms, including guarantee fee due to the company; guarantee period |
Principal | ||
|---|---|---|---|---|---|
| currency | PLN | ||||
| Spolana a.s. | EUR 1,500 thousand |
6,450 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to liability. Liabilities incurred and outstanding by 31.12.2018 |
CIECH Trading S.A. (subsidiary) |
|
| Siemens Industrial Turbo- machinery s.r.o |
EUR 1,753 thousand |
7,538 thousand | Commission of 0.4% p.a. of the guaranteed liability, lease instalments outstanding by 30.04.2019 |
CIECH Energy Deutschland GmbH (subsidiary) |
|
| DB Cargo Polska S.A. |
PLN 2,850 thousand |
2,850 thousand |
Commission of 1.5% p.a. of the guaranteed liability; collateral for payment – court settlement relating to a damage to a leased locomotive; 30.06.2019 |
CIECH Cargo Sp. z o.o. (subsidiary) |
|
| Evatherm AG | EUR 23,200 thousand |
99,760 thousand | Commission of 1.5% p.a. of the guaranteed liability; collateral pertaining to liability; until the liabilities arising from the agreement between Evatherm AG and CIECH Soda Deutschland GmbH have been settled |
CIECH Soda Deutschland (subsidiary) |
|
Total amount of guarantees and sureties granted PLN 165,132 thousand
| Banks: Bank Handlowy w Warszawie S.A., Bank Millennium S.A., Santander Bank Polska S.A., Bank PKO BP S.A., Credit Agricole Bank Polska S.A., HSBC Bank Polska S.A., ICBC (Europe) S.A. Branch in Poland, mBank S.A., BGŻ BNP Paribas S.A. |
PLN 1,828,150 thousand (guarantee granted up to the amount of 125% of liability related to term loan in the amount of PLN 1,212,520 thousand and for a revolving credit facility in the amount of PLN 250,000 thousand) EUR 37,500 thousand (guarantee granted up to the amount of 125% of liability related to term loan in the amount of EUR 30,000 thousand) PLN 62,500 thousand (guarantee granted up to the amount of 125% of liability related to overdraft facility granted by Bank Millennium S.A. in the amount of PLN 50,000 thousand and |
2,105,650 thousand |
Commission of 0.55% p.a of the difference between the limit of the guarantee collateralised by assets and a surplus of the guarantee limit; Period for which the surety was granted – 31 December 2023 – term loan and revolving credit facility and 31 December 2021 – overdraft facilities in PLN and EUR |
CIECH S.A. (parent company) |
|---|---|---|---|---|
| EUR 12,500 thousand (guarantee granted up to the amount of 125% of liability related to overdraft facility in the amount of EUR 10,000 thousand) |
||||
| Total amount of guarantees and sureties granted | PLN 2,105,650 thousand |
As at 31 September 2018, 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 RWE Gasspeicher GmbH ("RWE") 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 43.9 million from RWE by 31 December 2018. 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 RWE resulting from the above-mentioned agreement.
In 2018, the following audits and proceedings were carried out at CIECH S.A.:
CIT audit for 2012 at CIECH S.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. CIECH SA 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
On 27 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. At present, proceedings before the Second Instance are pending.
If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 43.7 million (the tax base challenged by the authority is PLN 230 million) together with interest due, amounting to PLN 23.5 million as at the balance sheet date.
Under the prudence principle, CIECH S.A. recognised a provision for potential tax liabilities and interest (PLN 67.2 million in total).
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 hearing before the Provincial Administrative Court in Warsaw was scheduled for 16 May 2019.
Apart from the above audits, in February 2018 CIECH S.A. received a written statement of reasons for the judgment issued by the Regional Administrative Court in 2017, in which the Provincial Administrative Court agreed in full with the position of the Company. The case concerned income tax for 2010. The auditors challenged the costs incurred, which translated into a tax liability of PLN 3 million. The Head of the Tax Administration Chamber did not appeal to the Supreme Administrative Court and thus the verdict became legally binding.
Detailed information about transactions between CIECH S.A. and other related entities (i.e. companies controlled by the parent company at the highest level in relation to CIECH S.A. — Kulczyk Investments S.A.) as well as subsidiaries and associates of CIECH S.A. is presented below:
| CIECH SA TRANSACTIONS WITH RELETED ENTITIES | Subsidiary | affiliates | Other related |
TOTAL |
|---|---|---|---|---|
| 01.01.-31.12.2018 | ||||
| Sales revenues | 748,110 | 49,797 | - | 797,907 |
| Financial income including: | 94,380 | 273 | - | 94,653 |
| Dywidendy | 1,298 | 273 | - | 1,571 |
| Purchase of products, goods, materials and services including: | 1,463,891 | - | 4,090 | 1,467,981 |
| KI One SA* | - | - | 425 | 425 |
| Financial expenses | 35,586 | - | - | 35,586 |
| 31.12.2018 | ||||
| Receivables | 188,829 | 6,019 | 799 | 195,647 |
| Loans granted | 1,133,265 | - | - | 1,133,265 |
| Trade and other liabilities including: | 432,669 | 494 | 1,071 | 434,234 |
| KI One SA* | - | - | 1,071 | 1,071 |
| Recived loans | 132,444 | - | - | 132,444 |
| 01.01.-31.12.2017 | ||||
| Sales revenues | 742,921 | 44,445 | - | 787,366 |
| Financial income including: | 261,724 | 288 | - | 262,012 |
| Dywidendy | 127,587 | 288 | - | 127,875 |
| Purchase of products, goods, materials and services including: | 1,351,421 | 13,002 | 3,807 | 1,368,230 |
| Kulczyk Holding S.A. | - | - | 758 | 758 |
| Financial expenses | 16,186 | - | - | 16,186 |
| 31.12.2017 | ||||
| Receivables | 62,851 | 2,909 | 939 | 66,699 |
| Loans granted | 1,145,901 | - | - | 1,145,901 |
| Trade and other liabilities | 410,247 | 1,593 | - | 411,840 |
| Recived loans | 96,122 | - | - | 96,122 |
*In 2017, the Company operated under the name Kulczyk Holding S.A.
Material sales to and purchases from related entities were, to the best of the Company's knowledge and belief, carried out on terms reflecting arm's length terms.Overdue liabilities and receivables are not secured and are settled in cash or by setoff.
No material non-standard or non-routine transactions were concluded with related entities in 2018 except for the ones presented in section 9.3.3.
In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties og CIECH GROUP.
To the best of the Company's judgement, there were no transactions with related entities in CIECH S.A. on other than market conditions in 2018.
Information on significant transactions with related entities is presented in note 6.4 of these financial statements.
Key managerial personnel comprises persons who are authorised to and are responsible for direct and indirect planning, managing and controlling the activities of CIECH S.A.
The following table presents the amount of remuneration and additional benefits paid or payable to particular Members of the Management Board in 2018 and in the comparable period. In the years 2017-2018, members of the Management Board of CIECH S.A. did not receive any remuneration for holding a position in the Supervisory Boards or any other functions performed in the subsidiaries of the CIECH Group.
| 2018 | 2017 | |
|---|---|---|
| Dawid Jakubowicz | 450 | - |
| Artur Osuchowski | 3,033 | 2,923 |
| Mirosław Skowron | 300 | - |
| Maciej Tybura | 4,276 | 4,119 |
| Artur Król | 3,034 | 2,921 |
| Krzysztof Szlaga | 1,196 | - |
| Dariusz Krawczyk | 81 | 969 |
| TOTAL | 12,370 | 10,932 |
Members of the Management Board are employed based on employment contracts. Remuneration of the Management Board Members are set out in individual employment contracts. Members of the Management Board are also entitled to:
| Salary received from CIECH S.A. | Salary received from CIECH S.A. | ||
|---|---|---|---|
| w 2018 | w 2017 | ||
| Sebastian Kulczyk | -* | -* | |
| Piotr Augustyniak | 411 | 158 | |
| Dominik Libicki | 82 | 117 | |
| Tomasz Mikołajczak | 200 | 144 | |
| Mariusz Nowak | 332 | 144 | |
| Artur Olech | 332 | 144 | |
| Dawid Jakubowicz | 37 | - | |
| TOTAL | 1,394 | 707 |
*From 1 April 2016, Chairman of the Supervisory Board, Mr. Sebastian Kulczyk does not receive any remuneration due to the waiver of the claim for remuneration for the position of the Chairman of the Supervisory Board.
In accordance with a Resolution of the Extraordinary General Shareholders' Meeting, as of 1 November 2017 Members of the Supervisory Board are entitled to a monthly gross remuneration computed as a percentage of the calculation base. The calculation base is the average monthly remuneration in the sector of enterprises with profit distributions for the month preceding the calculation, announced by the President of the Central Statistical Office. This remuneration is paid in the following amount:
The Chairman of the Audit Committee is entitled to an additional gross monthly remuneration amounting to 150% of the remuneration payable to a Member of the Supervisory Board. Members of the Audit Committee are entitled to an additional gross monthly remuneration amounting to 100% of the remuneration payable to a Member of the Supervisory Board.
The entity authorised to audit financial statements for the period from 1 January 2018 to 31 December 2018 was PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. (formerly: PricewaterhouseCoopers Sp. z o.o.) with its registered office in Warsaw. On 25 June 2015, CIECH S.A. signed an agreement with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. on the review of semi-annual and audit of annual financial statements for the years 2015, 2016 and 2017. On 16 April 2018, the Supervisory Board of CIECH S.A. resolved to extend the agreement with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. on the review of semiannual and audit of annual financial statements for the years 2018 and 2019. The value of agreements concluded with PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. and members of the PricewaterhouseCoopers network is presented below:
| 31.12.2018* | 31.12.2017* | |
|---|---|---|
| Audit of the annual financial statements | 335 | 102 |
| Review of the semi-annual report | 93 | 83 |
| Other services | 10 | 204 |
| Other certifying services | 1 | 1 |
| Tax advisory services | - | 156** |
| TOTAL | 439 | 546 |
* The remuneration includes additional costs, such as travel, accommodation and nourishment costs.
**The amount concerns the verification of the Group's transfer pricing documentation for 2011-2015. The agreement was signed before the entry into force of restrictions concerning the assignment of additional services to the auditor and was completed by the end of 2017.
On 28 January 2019, the Extraordinary Shareholders' Meeting of CIECH S.A. appointed Mr Marek Kośnik to the Supervisory Board.
On 19 March 2019, the Management Board of the CIECH S.A. adopted a resolution to initiate a detailed review of the following options:
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 disinvestment 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. would like to stipulate 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.

These financial statements of CIECH S.A. for the financial year ended 31 December 2018 were approved by the Company's Management Board on 26 March 2019.
Warsaw, 26 March 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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