Interim / Quarterly Report • Sep 30, 2018
Interim / Quarterly Report
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Consolidated Half-Year Report PSr 2018 year
(prepared in accordance with Par. 82.2 and Par. 83.3 of the Regulation of the Minister of Finance dated February 19th 2009 - Dz.U. No. 33, item 259)
for issuers conducting manufacturing, construction, trade or services business
for the 1st half of the financial year 2018, covering the period from January 1st to June 30th 2018,
including condensed consolidated financial statements prepared in accordance with the IFRS
currency: EUR
and condensed non-consolidated financial statements prepared in accordance with the IFRS
currency: PLN
Date of filing: September 30th 2018
(full name)
Pfleiderer Group SA (abbreviated name)
53-611 (postal code)
ul. STRZEGOMSKA (street)
+48 71 747 11 00 (telephone number)
[email protected] (e-mail)
719-10-00-479
(NIP – Tax Identification Number)
wood products (sector according to the Warsaw Stock Exchange's classification)
Wrocław (registered office)
42AB (number)
+48 71 747 11 41 (fax number)
www.pfleiderer.pl (web site)
4500933817
(REGON – Industry Registration Number)
| PLN '000 | EUR '000 | |||
|---|---|---|---|---|
| FINANCIAL HIGHLIGHTS | 1 half cumulative / 2018 Jan 1-Jun 30 2018 |
1 half cumulative / 2017 Jan 1-Jun 30 2017 |
1 half cumulative / 2018 Jan 1-Jun 30 2018 |
1 half cumulative / 2017 Jan 1-Jun 30 2017 |
| Condensed consolidated financial statements data | ||||
| I. Sales revenue | 533 183 | 506 029 | ||
| II. Operating profit/(loss) | 31 887 | 29 295 | ||
| III. Profit/(loss) before tax | 13 537 | 25 282 | ||
| IV. Net profit | 5 771 | 18 618 | ||
| V. Net profit attributable to equity holders of the parent | 5 771 | 18 618 | ||
| VI. Net cash provided by (used in) operating activities | 29 800 | 38 131 | ||
| VII. Net cash provided by (used in) investing activities | -35 697 | -22 689 | ||
| VIII. Net cash provided by (used in) financing activities | -27 837 | -16 219 | ||
| IX. Total net cash flow | -33 734 | -777 | ||
| X. Total assets | 922 706 | 944 483 | ||
| XI. Liabilities | 714 672 | 704 581 | ||
| XII. Non-current liabilities | 460 433 | 465 447 | ||
| XIII. Current liabilities | 254 239 | 239 134 | ||
| XIV. Equity | 208 034 | 239 902 | ||
| XV. Share capital | 6 692 | 6 692 | ||
| XVI. Outstanding shares at the end of the reporting period | 64 701 007 | 64 701 007 | ||
| XVII. Earnings per ordinary share (PLN/EUR) | 0,10 | 0,29 | ||
| XVIII. Book value per share (PLN/EUR) | 3,22 | 3,71 | ||
| XIX. Declared or paid dividend per share (PLN/EUR) | 0,27 | 0,26 |
| XX. Sales revenue | 0 | 0 | 0 | 0 |
|---|---|---|---|---|
| XXI. Operating profit/(loss) | -7 433 | -16 611 | -1 761 | -3 891 |
| XXII. Profit/(loss) before tax | 22 614 | 343 815 | 5 359 | 80 539 |
| XXIII. Net profit/(loss) | 27 333 | 342 077 | 6 477 | 80 132 |
| XXIV. Net cash provided by (used in) operating activities | 1 537 | -9 707 | 364 | -2 274 |
| XXV. Net cash provided by (used in) investing activities | 123 252 | -4 | 29 207 | -1 |
| XXVI. Net cash provided by (used in) financing activities | -120 904 | 7 015 | -28 650 | 1 643 |
| XXVII. Total net cash flow | 3 885 | -2 696 | 921 | -632 |
| XXVIII. Total assets | 2 234 118 | 2 282 384 | 510 866 | 546 417 |
| XXIX. Liabilities | 914 579 | 839 146 | 209 133 | 200 897 |
| XXX. Non-current liabilities | 128 | 4 121 | 29 | 987 |
| XXXI. Current liabilities | 914 451 | 835 025 | 209 104 | 199 910 |
| XXXII. Equity | 1 319 539 | 1 443 238 | 301 733 | 345 520 |
| XXXIII. Share capital | 21 351 | 21 351 | 4 882 | 5 112 |
| XXXIV. Outstanding shares at the end of the reporting period | 64 701 077 | 64 701 077 | 64 701 077 | 64 701 077 |
| XXXV. Earnings per ordinary share (PLN/EUR) | 0,46 | 5,29 | 0,11 | 1,24 |
| XXXVI. Book value per share (PLN/EUR) | 20,39 | 22,31 | 4,66 | 5,34 |
| XXXVII. Declared or paid dividend per share (PLN/EUR) | 1,20 | 1,10 | 0,27 | 0,26 |
data in lines : X-XV are presented accordingly: column.3 - for 30.06.2018 column.4 - for 31.12.2017
data in lines : XXVIII-XXXIII are presented accordingly: column.1 - for 30.06.2018 column.2 - for 31.12.2017 column.3 - for 30.06.2018 column.4 - for 31.12.2017
| LETTER FROM THE PRESIDENT OF THE MANAGEMENT BOARD 4 | ||
|---|---|---|
| OUR VISION – FOR AN INTEGRATED PFLEIDERER GROUP IN EUROPE 5 | ||
| PFLEIDERER GROUP IN HY1 2018 AT A GLANCE 5 | ||
| KEY EVENTS AND ACHIEVEMENTS OF THE PFLEIDERER GROUP IN HY1 2018 6 | ||
| 1. | KEY GROUP HIGHLIGHTS 8 | |
| 1.1. | BUSINESS PROFILE – ACTIVITIES OF THE GROUP 8 | |
| 1.2. | STRUCTURE OF THE GROUP 9 | |
| 1.2.1. | PFLEIDERER GROUP COMPANIES AND THEIR BUSINESS ACTIVITIES 10 | |
| 1.2.2. | DESCRIPTION OF CHANGES IN THE STRUCTURE OF THE GROUP IN THE REPORTING PERIOD 11 | |
| 1.3. | PFLEIDERER GROUP STRATEGY 12 | |
| 1.4. | INVESTMENT PROGRAM 14 | |
| 1.5. | MARKETING ACTIVITIES IN HY1 2018 14 | |
| 1.6. | MARKET POSITION AND CONSTRUCTION MARKET OVERVIEW 16 | |
| 1.7. | EXTERNAL AND INTERNAL FACTORS AFFECTING THE GROUP'S BUSINESS 23 | |
| 1.8. | RISK MANAGEMENT 23 | |
| 1.9. | INFORMATION ON MATERIAL AGREEMENTS AND TRANSACTIONS 26 | |
| 1.10. | COURT PROCEEDINGS 26 | |
| 2. | KEY OPERATIONAL DATA 30 | |
| 2.1. | PRODUCTION VOLUME AND STRUCTURE 30 | |
| 2.2. | SALES STRUCTURE 30 | |
| 3. | FINANCIAL PERFORMANCE 33 | |
| 3.1. | EXPLANATION OF THE ECONOMIC FINANCIAL DATA DISCLOSED IN THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 33 |
|
| 3.1.1. | CONSOLIDATED STATEMENT OF PROFIT OR LOSS 33 | |
| 3.1.2. | CONSOLIDATED STATEMENT OF FINANCIAL POSITION 34 | |
| 3.1.3. | CONSOLIDATED STATEMENT OF CASH FLOWS 35 | |
| 3.1.4. | KEY FINANCIAL RATIOS – CAPITAL GROUP 36 | |
| 3.1.5. | DESCRIPTION OF SIGNIFICANT OFF-BALANCE SHEET ITEMS - CAPITAL GROUP 36 | |
| 3.2. | EXPLANATION OF THE ECONOMIC FINANCIAL DATA DISCLOSED IN THE INTERIM CONDENSED STANDALONE FINANCIAL STATEMENTS 38 |
|
| 3.2.1. | STANDALONE STATEMENT OF PROFIT OR LOSS 38 | |
| 3.2.2. | STANDALONE STATEMENT OF FINANCIAL POSITION 39 | |
| 3.2.3. | STANDALONE STATEMENT OF CASH FLOWS 39 | |
| 3.2.4. | STANDALONE KEY FINANCIAL RATIOS – PFLEIDERER GROUP S.A. 39 | |
| 3.3. | NON-RECURRING EVENTS 39 | |
| 3.4. | PROJECTED FINANCIAL RESULTS 40 | |
| 3.5. | RATINGS 40 | |
| 3.6. | FINANCIAL INSTRUMENTS 40 | |
| 3.7. | FINANCIAL RISKS RELATED TO THE PFLEIDERER GROUP'S OPERATIONS 44 | |
| 4. | SHARES AND SHAREHOLDING STRUCTURE 48 |
| 5.2.2. | MANAGEMENT BOARD 53 | |
|---|---|---|
| 5.2.1. | SUPERVISORY BOARD 52 | |
| 5.2. | COMPANY'S CORPORATE BODIES 52 | |
| 5.1. | NUMBER OF THE COMPANY'S SHARES HELD BY PERSONS IN MANAGEMENT AND SUPERVISORY BODIES 52 | |
| 4.4. | RECOMMENDATIONS 50 | |
| 4.3. | INVESTOR RELATIONS IN PFLEIDERER GROUP 50 | |
| 4.2. | DIVIDENDS POLICY 49 | |
| 4.1. | SHAREHOLDING STRUCTURE 48 | |
| CORPORATE GOVERNANCE 52 EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD 55 MANAGEMENT BOARD REPRESENTATION 56 |
TOM K. SCHӒBINGER
PRESIDENT OF THE MANAGEMENT BOARD
Dear Shareholders,
Dear Investors,
I have the pleasure of presenting you the report on the activities of Pfleiderer Group S.A. for H1 2018, a period which saw numerous important events for our growing business. We are consistently implementing our high value-added product strategy announced last year and we are strengthening our leading position in our key business segments on the Polish and on the European markets.
A key foundation for our strategy are the investments in new technologies and in the expansion of our production capacity, particularly in the value-added product segment, which give a material boost to the Group's results. Thus, in H1 2018 we have opened a new lacquering line at the Leutkirch plant, increasing our capacity to manufacture high-margin products. It is worth highlighting that this is the biggest and the most advanced lacquering
line worldwide. We have also increased our cost competitiveness with the investment in wood recycling facility at Neumarkt, an innovative, leading-edge technology that will be considered for a further rollout at other Group facilities.
We continue to be affected by the increase of raw material costs, particularly chemicals, electrical energy and wood. We have launched a smart pricing policy in order to align us with trends affecting these inputs and by managing our contribution margin. Our results were also impacted by one-off events. Despite of these, we have managed to post solid financial results. In H1 2018, sales revenues of Pfleiderer Group S.A. rose by 5.4% on a y/y basis to EUR 533.2 million, up from EUR 506.0 million the year before. The EBITDA in H1 2018 increased 5.0% on a y/y basis to EUR 69.4 million compared to 66.1 million in H1 2017.
Our intention is to continue with an attractive dividend policy. In June of this year, the General Shareholders' Meeting decided to pay a PLN 71.2 million dividend, or PLN 1.20 per share, from the net profit for 2017, a 9.1% increase y/y and representing a dividend yield of 3.2%. We have also completed another stock buyback program, in which the Company acquired 7,543,268 shares, representing 11.66% of its initial capital, at PLN 40 a piece, ca. 7% premium over the market price.
On behalf of the Management Board, I would like to thank all of our Employees, Stakeholders, Shareholders and Supervisory Board members for the trust and their enormous contribution towards the development of Pfleiderer Group S.A. New opportunities and possibilities lie ahead. I am convinced that our launched activities will contribute to further value creation of the Pfleiderer Group S.A.
My best regards,
Tom K. Schäbinger
CEO Pfleiderer Group S.A.
EBITDA - Earnings before Interest, Tax and Amortisation and Depreciation
Analytical review – please see Chapter 3
The Ordinary General Meeting of Shareholders of the Company resolved on 11 June 2018 to allocate the net profit for the period from 1 January to 31 December 2017, amounting in total to PLN 415 542 thousand, as follows:
a) in the amount of PLN 71 164 888.80, i.e. PLN 1.20 per share, to the payment of dividends to the Company's shareholders, b) the remaining amount to the Company's supplementary capital.
The Ordinary General Meeting of Shareholders of the Company set the date used to prepare the list of shareholders eligible to receive the above dividend (record date) for 17 June 2018. The dividend payment date was set for 11 July 2018.
On 11 June 2018 the Ordinary General Meeting of Shareholders appointed to the Supervisory Board for the new term of office the following persons: Zbigniew Prokopowicz, Michael F. Keppel, Jason R. Clarke, Florian Kawohl, Anthony O'Carroll, Krzysztof Sędzikowski and Jan Woźniak. On 11 June 2018 the Supervisory Board appointed Zbigniew Prokopowicz the Chairman of the Supervisory Board and Michael F. Keppel and Jason R. Clarke the Deputies Chairman of the Supervisory Board.
The Ordinary General Meeting of Shareholders of the Company adopted on 11 June 2018 the resolution on the approval of a treasury share repurchase programme and the establishment of the capital reserve for the purposes of such programme and the resolution regarding the acquisition by the Company of treasury shares for the purpose of their redemption. After the balance sheet date, on 24 August 2018 the Company purchased 7 543 268 treasury shares, representing approximately 11.66% of the share capital. The purchase of the treasury shares was concluded based on an invitation to submit offers for the sale of the shares in the Company announced by the Company on 4 August 2018. The purchase price for the treasury shares amounted to PLN 40 per one share. The total price for all of the purchased shares amounted to PLN 301 730 720.
On 27 February 2018, the Supervisory Board of Pfleiderer Group S.A., has appointed Dr. Nico Reiner as the new Board Member and Chief Financial Officer starting 1 April 2018. Dr. Nico Reiner replaced Richard Mayer, who decided not to extend his contract.
On 18 January 2018 Management Board resolved to determine the detailed terms of the repurchase of the shares of Pfleiderer Group S.A. The detailed terms of the buy-back were also approved on this date by the Supervisory Board.
On 7 February 2018 the Company purchased 2 150 883 treasury shares, with a nominal value of PLN 0.33 each. On 27 February 2018 the Company purchased 11 000 treasury shares, with a nominal value of PLN 0.33 each. Apart from the above mentioned purchased shares, the Company holds 3 235 050 treasury shares in the Company, which in total represents approximately 8.34% of the Company's share capital.
On 29 January 2018 the Management Board of Pfleiderer Group S.A. informed that the company and its subsidiary Pfleiderer Wieruszów Sp. z o.o. filed the appeals against the Decision of the President of the Office of Competition and Consumer Protection.
OF THE PFLEIDERER GROUP S.A. AND THE GROUP FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2018
The Pfleiderer Group, with 123 years of experience, is a leading European manufacturer of wood products, specialising in the production of materials for the furniture industry, the interior industry and construction.
Pfleiderer Group provides furniture boards, kitchen worktops, HPL laminates and artificial wall coverings to the biggest furniture manufacturers in Poland and DACH (Germany, Austria and Switzerland) and several thousand medium and smaller companies in the furniture industry. Pfleiderer products are known across Europe. The company is headquartered in Wrocław (Poland) with offices i.a. in Neumarkt, Silesia and Warsaw and operates nine manufacturing facilities in Poland and Germany as well as commercial departments in the UK, the Netherlands, Switzerland, France, Austria and Romania. Sustainability is an integral part of our corporate strategy, Pfleiderer sees it as a necessity to conserve energy and raw materials, reduce emissions and produce environmentally friendly products.
The Pfleiderer Group consists of entities with varying profiles of activity.
The Pfleiderer Group consists of single-platform businesses. The Group's parent company i.e. Pfleiderer Group S.A. ("Parent Company", previously Pfleiderer Grajewo S.A.) operates in Wrocław.
At the date of this report, the structure of the Group is as follows:
The Group consists of the holding company, which is responsible for governing the Pfleiderer Group, operating companies and production companies.
The Parent Company and holding company of the Group is Pfleiderer Group S.A., registered in Poland, with its shares being publicly traded.
The Company, under its former name of Zakłady Płyt Wiórowych S.A. in Grajewo, was registered on 1 July 1994 by the Direct Court, Commercial Court of Łomża, in section B of the Commercial Register under entry No. 270. Subsequently, on 9 May 2001, it was registered by the District Court of Białystok, XII Commercial Division of the National Court Register, under entry No. KRS 0000011422. On 18 September 2002, the Management Board received the decision of the District Court of Białystok on entering the Company's new name: Pfleiderer Grajewo S.A., in the National Court Register.
On 30 September 2016 the District Court of Białystok registered a change in the Company's name and registered office. The Company's name was changed from Pfleiderer Grajewo S.A. to Pfleiderer Group S.A. The Company's registered office was moved from Grajewo to Wrocław. The above mentioned changes were conducted based on resolution no 9 of Ordinary General Shareholder Meeting which took place on 29 June 2016.
The Company's headquarters are located in Wrocław, at Strzegomska St. 42AB.
In accordance with the Polish Classification of Business Activities, the Parent Company's business is registered under No. 1621Z. The business activity of Pfleiderer Group S.A. is manufacture and veneering of wood and wood-based products, paper refine, domestic and abroad trade, rendering industrial services related to its core business, as well as other services based on resources held. The Company conducts holding services and other financial services.
| Activities | Company | |||||
|---|---|---|---|---|---|---|
| Holding entities | Pfleiderer Group S.A., Wrocław, Poland – holding company of Pfleiderer Group PCF GmbH, Neumarkt, Germany - holding company for West Segment entities |
|||||
| Eastern Europe Western Europe |
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| Distribution | Pfleiderer Polska Sp. z o.o., Wrocław, Poland |
Pfleiderer Deutschland GmbH, Neumarkt, Germany |
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| Pfleiderer Grajewo Sp. z o.o., Grajewo, Poland |
Pfleiderer Neumarkt GmbH, Neumarkt, Germany |
|||||
| Pfleiderer Wieruszów Sp. z o.o., Wieruszów, Poland |
Pfleiderer Gütersloh GmbH, Neumarkt, Germany |
|||||
| Production of boards |
Pfleiderer MDF Grajewo Sp. z o.o., Grajewo, Poland |
Pfleiderer Leutkirch GmbH, Neumarkt, Germany |
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| Pfleiderer Arnsberg GmbH, Neumarkt, Germany |
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| Pfleiderer Baruth GmbH, Neumarkt, Germany |
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| Transportation | Jura Polska Sp. z o.o., Grajewo, Poland |
Jura-Spedition GmbH, Neumarkt, Germany |
| Sales agency | Pfleiderer France S.A.S., Reims, France Pfleiderer Benelux B.V., Deventer, Netherlands Pfleiderer Suisse AG, Rapperswil, Switzerland |
|
|---|---|---|
| Pfleiderer UK Ltd., Macclesfield, United Kingdom Pfleiderer Austria GmbH, Vienna, Austria |
||
| Pfleiderer Southeast Europe SRL, Bucharest, Romania |
||
| Wood delivery | Heller Holz GmbH, Neumarkt, Germany |
|
| Production of glue and other |
Pfleiderer Silekol Sp. z o.o., Kędzierzyn-Koźle, Poland |
|
| Unifloor Sp. z o.o., Wieruszów, Poland (in liquidation) |
Pfleiderer Erwerbergesellschaft mbH, Neumarkt, Germany |
|
| Pfleiderer Vermӧgensverwaltung GmbH & Co. KG, Neumarkt, Germany |
||
| Other | Pfleiderer Infrastrukturtechnik GmbH & Co. KG, Neumarkt (in insolvency), Germany |
|
| Pfleiderer Infrastrukturtechnik Verwaltungs-GmbH, Düsseldorf (in insolvency), Germany |
||
| Allgӓuer Holzindustrie und Imprӓgnierwerk Aulendorf GmbH, Aulendorf (in liquidation), Germany |
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| Blitz 11-446 GmbH, Neumarkt (in liquidation), Germany |
Beginning from 1 January 2017 all sales activities of Pfleiderer Group are concentrated in two sales entities: Pfleiderer Polska Sp. z o.o., which is responsible for all customers allocated to the "East" sales territory and Pfleiderer Deutschland GmbH, which is responsible for all customers allocated to the "West" sales territory. In HY1 2018 there were no changes to the group structure.
Strategy mission – Our Direction
The strategy adopted by the Management Board of Pfleiderer Group S.A. involves intensification of sales and marketing. The Group will focus on smart and focused customer segmentation in key markets where it operates, among others by entering new sub-segments and expanding its operations in high-potential target industries. The Group aims to continue to grow its value-added products that generate the highest margins and differentiate Pfleiderer from the competition. The product pipeline will be expanded with new decors and surfaces inspired by new trends and created to satisfy evolving customer needs. Top quality customer service will accompany development of sophisticated product ranges.
Pfleiderer Group is now able to provide sophisticated products and customer service to key European markets through its service departments. In exports, the Group will focus on advanced solutions for key customers in the most attractive markets.
Pfleiderer Group has implemented an efficiency improvement programme to exert a positive impact on operating results. The goal is to improve all CPL, MDF and PB lines and upgrade productivity. Pfleiderer will focus on optimising production costs and de-bottlenecking.
The Group is also planning to make savings through a dedicated procurement excellence programme. In addition, operational efficiency will be supported by extending capacities and implementing advanced technologies. One of the objectives is to tap into the potential of Pfleiderer's subsidiary - Silekol, to an even greater extent, as it is a recognised manufacturer of resin adhesives and hardeners used in the timber industry.
The strategy presented by Pfleiderer Group S.A.'s Management Board calls for stable capital expenditures totalling on average EUR 70 million p.a., including EUR 20 million of maintenance CAPEX p.a. Strategic projects such as the "4-pack" investment in Grajewo, the worktop line and the Dynasteam project in Wieruszów, the sanding line at the largest plant in Neumarkt, the commissioning of the lacquering line in Leutkirch and the implementation of the resin growth strategy in Silekol aim to drive up EBITDA and margins.
In HY1 2018 Pfleiderer Group incurred EUR 27 256 thousand capital expenditures.
| Investment | Capex (EUR m) | Description, start – finish of the investment | Ramp up / Start of operation |
Expected outcome (EUR m EBITDA p.a.) |
|---|---|---|---|---|
| Recycled wood Neumarkt |
10.2 | Increasing consumption of recycled wood 03.2017 – 07.2018 |
Q1 2018 | 5.0 |
| Lacquering line Leutkirch |
13.9 | New functional surface technology, new high gloss and dull surfaces 12.2016 – 06.2018 |
Q1 2018 | 9.6 |
| Plant concept Leutkirch |
23.0 | Increase production volume for raw particleboards. Installation new drying area incl. new dryer and hot gas generator 06.2017 – 06.2019 |
Q1 2019 | 8.1 |
| New KT press line Grajewo |
8.5 | Increase volume of laminated particle boards in large format 04.2018-12.2019 |
H2 2019 | 3.1 |
In 2018, the Group's marketing focus is mainly on official rollout of ONE PFLEIDERER and ONE COLLECTION as well as the introduction of PrimeBoard (high-quality lacquered surface in matt and high-gloss finishes) and Duropal HPL Compact Exterior. In addition to the usual marketing materials such as brochures and samples, this product launch also included special pages on the website, high-quality sample folders and a marketing movie.
| 2018 | Red Dot Award: Product Design 2017 | Xtra Worktop | Rat für Formgebung Service GmbH |
|---|---|---|---|
| 2018 | KitchenInnovation of the year | Xtra Worktop | Initiative LifeCare |
| 2018 | MERCURY Awards 2017/18 | Customer Magazine | Mercury Excellence Awards // Bronce |
| 2018 | German Brand Award | Industry Excellence in Branding | Rat für Formgebung Service GmbH |
| 2018 | Orły Wprost | "Wprost" Eagle for the largest companies |
Wprost weekly magazine |
Pfleiderer will take part on the following fairs in 2018:
According to the European Commission's latest forecasts1 GDP growth is expected to remain strong, moderating slightly as monetary stimulus is gradually withdrawn and global trade growth eases somewhat. Labour supply and production capacity constraints, however, are set to become increasingly binding in some Member States. Given the large carryover from its robust expansion at the end of last year, euro area GDP growth is forecast to moderate only mildly from 2.4% in 2017 to 2.3% this year before easing to 2% in 2019. While these are the same growth rates as projected back in the winter interim forecast, the growth drivers behind them have changed somewhat and the balance of risks has shifted meaningfully to the downside as a result of recent policy developments and their potential impact on global financial conditions and trade. Given the ongoing negotiation on the terms of the UK's withdrawal from the EU, the projections for the period after Brexit are again based on a purely technical assumption of status quo in terms of trading relations between the EU27 and the UK.
Source: European Commission, European Economic Forecast Spring 2018
All Member States are experiencing the economic upswing. Among the largest EU economies, in both 2018 and 2019, Poland, the Netherlands, and Spain are expected to be economic outperformers, with real GDP growth rates above the EU average in both years; Germany is expected to grow at the EU average rate in 2018 and marginally above in 2019. The UK, Italy, France and Belgium are set to grow below average in both years. In 2019, all Member States except the UK (1.2%) and Italy (1.2%) are projected to grow at 1.7% or above, but for a large majority of Member States economic growth is set to slow as compared to 2018.
1 Spring 2018 Economic Foreast, EuroCom
German construction business in Q2 of 2018 was market with further growth of business climate index. Assessment of current situation has been growing, to stabilize in June. Perspectives for the branch for the nearest future got better and it's expected that upcoming months will bring continuation of moods improvement.
Source: own calculation based on ifo
In Poland Q2 of 2018 also brought improvement in perception of current situation – not only in comparison to Q1, but also in comparison to previous year. Perspectives for future months slightly decreased staying on comparable level like in 2017 at that time.
Source: own calculation based on GUS
Pfleiderer strongly builds its position in furniture and construction market. The last one includes not only residential and non-residential objects, but also interior design. In terms of product portfolio the reference points are chipboard, laminate, MDF and OSB markets. Up to 2019 all those markets show positive trend, in 2020 it's expected that the market will slow down.
OSB market characterizes the highest growth dynamic. Moderate positive change is expected at HPL market in both regions and also at MDF/HDF and chipboard market in Poland.
Source: own calculation based on reliable construction& furniture market data provider
Source: own calculation based on reliable construction& furniture market data provider
Pfleiderer is a leading wood-based panel player on its core markets – Germany (no. 1) and Poland (no. 2), with competitive footprint in Europe (incl. Russia and Turkey), where Pfleiderer Group is one of the TOP 5 players.
Source: own calculation (based on reliable market data provider and press news)
Construction business at core markets, in Poland and DACH countries, is expected to grow. DACH market is bigger, Polish market develops more dynamically (at the background of other European countries, Poland is one of most dynamically developing markets). Till 2019 one can expect average yearly growth rate at level of 0.4% for DACH and 3.8% for Poland.
| CAGR 2017-2019 | |||
|---|---|---|---|
| Total | Residential | Non-residential | |
| Poland | 3.8% | 4.2% | 3.5% |
| DACH | 0.4% | 0.4% | 0.3% |
| Germany | 0.0% | 0.3% | -0.5% |
| Austria | 1.3% | 1.3% | 1.4% |
| Switzerland | 1.5% | 0.3% | 3.1% |
| France | 3.2% | 3.6% | 2.7% |
| Italy | 1.8% | 1.6% | 2.0% |
| United Kingdom | 0.5% | 1.1% | 0.0% |
| Belgium | 1.7% | 1.6% | 1.8% |
| Netherlands | 3.8% | 3.8% | 3.7% |
Source: own calculation based on reliable construction market data provider
In DACH countries construction market is driven more by residential construction. Opposite to the market is Poland, driven mostly by non-residential buildings. German language speaking countries markets are based mostly on renovation construction (in residential and non-residential building). In Poland there's different situation – new buildings takes bigger part of the construction business.
Construction market in France, Italy, Netherlands and Belgium is driven more by residential building and especially renovation works. Construction business in UK is equally based on residential and non-residential housing, and similarly to Poland – new buildings play bigger role here.
non residential - renovation non residential - new residential - renovation
Residential Construction DACH
Residential Construction Poland
-1,7% 2,5% 7,3% 4,7% 3,0% 6,3% 100 98 101 108 113 117 124 -3,0% -2,0% -1,0% 0,0% 1,0% 2,0% 3,0% 4,0% 5,0% 6,0% 7,0% 8,0% 0 20 40 60 80 100 120 140 2012 2013 2014 2015 2016 2017 2018 Residential Construction Poland yoy Index
Non-residential Construction DACH
Source: Reliable construction market data provider
Non-residential Construction Poland
External factors affecting the Group's business:
All entrepreneurial activity is inextricably linked with risk. For this reason, effective management of risks is an important factor for the success of any effort to sustainably safeguard enterprise value. One of the fundamental tasks of management, in accordance with the applicable requirements of corporate governance and the principles of best practice, is the establishment and operation of an effective Internal Control System (ICS), Risk Management System (RMS) and Compliance Management System (CMS).
Like other companies, Pfleiderer Group is also exposed to risks relating to its business activities. The Company confronts uncertainties and constant change in the legislation and regulations in the various jurisdictions relevant to the Pfleiderer Group with a standard, Group-wide control and risk management system and the internal auditing department. These instruments are evolving on an ongoing basis and are adapted to changing conditions.
Within the scope of existing processes, the Company's management and Supervisory Board are regularly informed of risks that could significantly affect the business performance of the operating divisions and the Group.
The risks are assigned to different risk classes based on a risk matrix using the dimensions of "potential loss amount" (less than EUR 5 million, EUR 5-10 million, EUR 10-20 million, and more than EUR 20 million) and "probability of occurrence" (from 1 % "unlikely" via seven levels to 90 % " risk is about to occur"). In turn, these risk classes are classified as "low," "medium," "significant," "serious", or "endangering the Group's continued existence" depending on their impact on net assets, financial position and results of operations. Countermeasures are defined, and the identified risks and countermeasures are actively managed and regularly reviewed.
In the view of the management at Pfleiderer, the central risk areas comprise risks of developments that would be likely to have a significant impact on the Company's net assets, financial position and results of operations. We have essentially identified the following issues as risks that go beyond the usual market risks (net risk of more than EUR 1 million):
Past legal violations resulted and could further result in claims for damages against the Pfleiderer Group, the amounts of which could far exceed damage payments associated with the normal course of business and could thus have a serious impact. These risks cannot be quantified based on the evidence and information available at this time. In response to such claims for damages, Pfleiderer pursues legal defenses and court proceedings which it bases on counter-assessments.
Furthermore the decision of the President of the Office of Competition and Consumer Protection no. DOK-3/2017 issued on 28 December 2017 results in a risk of claims for damages against the companies Pfleiderer Group S.A. and Pfleiderer Wieruszów Sp. z o.o. This risk cannot be quantified based on the evidence and information available at this time.
Based on the recently implemented GDPR, Pfleiderer is facing the risk, that in case of a lack of the implementation of necessary measures or in case of a violation of personal data, the data protection authorities may impose a fine to Pfleiderer Group. Potential fines have increased (up to EUR 20 million or 4% of the group's revenues, whatever is higher). This leads to a Potential Loss Amount, which is estimated to be serious. Due to measures taken, Pfleiderer tries to fulfill all obligations. Therefore the occurrence of this risk seems to be rather unlikely.
Pfleiderer is also subject to a risk concerning further claims resulted from German insolvency code following the claim from Alno described in point 1.10 – part Contingent liabilities – Western Europe. The Group also received payments for deliveries from two subsidiaries of ALNO Aktiengesellschaft ("Alno"): Gustav Wellmann GmbH & Co. KG ("Wellmann") and Pino Küchen GmbH ("Pino"), within the last four years prior to filing for opening of insolvency proceedings in July 2017. Insolvency proceedings over the assets of Wellmann and Pino were opened in July 2017. Insolvency administratoris, the same person who is insolvency administrator in the Alno proceedings. For Wellmann the insolvency administrator has sent out a warning that the funds of the insolvency estate are not sufficient to cover all costs and liabilities that arose after the opening of insolvency proceedings (Masseunzulänglichkeit). The insolvency administrator has not challenged any of the received payments from Wellmann and Pino yet but currently this cannot be excluded.
The revised German Renewable Energy Resources Act 2014 (EEG 2014) came into effect on 1 August 2014. Because the new legislation considerably tightened the requirements for use of the (partial) exemption from the EEG reallocation charge, there is a risk that, in the future, one or more companies of the Pfleiderer Group will no longer meet the requirements for partial relief from the EEG, or will not come under what is known as the "hardship rule" [Härtefallregelung]. The likelihood that the EEG relief for hardship cases will cease to apply in the future is considered to be conceivable (after measures) and the loss could be serious. This risk is countered by obtaining external expertise and implementing internal measures to ensure that the stricter conditions are met.
As the FSC (Forest Stewardship Council) Standards have become more stringent, the minimum requirements for wood Pfleiderer uses to produce chipboards also got stricter. Due to a lack of resources and also due to the increased minimum requirements it might be possible that we will not be able to comply with the regulations and therefore might lose our FSC certification. This would mean that we could not meet the requirements of several customers, which corresponds with a serious potential loss amount. However, the probability of occurrence of this risk seems to be conceivable.
For cross boarder supplies and services between affiliated companies the prices have to be at the arm's length principle. The companies of the Pfleiderer Group have to document this in the Transfer Price Documentation. The companies of the Pfleiderer Group can choose the transfer price method as well as the margin. But the tax audits could determine that the chosen transfer pricing method or the margin was not correct. Following on from this, taxes could be higher for allocated costs for the supplies and services between the affiliated companies. This would lead to higher taxes and therefore represents a risk, which potential loss amount could be significant. The risk is rather unlikely to occur.
PCF GmbH is subject to a tax risk regarding the restructuring gain incurred in 2012 in connection with the insolvency plan. The tax treatment of the restructuring gain may be affected by a judgment of the Federal Fiscal High Court published on 7 February 2017 (GrS 1/15). According to the decision, the decree of the Federal Ministry of Finance dated 27 March 2003 (so called "Sanierungserlass") which ensures a preferential treatment of the restructuring gain, is not correct. This decision may lead to uncertainty regarding the possibility of receiving a waiver from the tax authorities for any taxes due on the restructuring gain to the extent that PCF is not protected by binding rulings issued by the competent authorities. The potential loss is assessed with medium and the probability of occurrence seems to be conceivable.
The Group is exposed to currency risk mainly due to the extent that there is a mismatch between the currencies in which trade transactions, purchases of materials and merchandise and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of Group companies is primarily the Euro (EUR) and Polish zloty (PLN). The main currencies in which foreign currency transactions are denominated are Euro, US dollars and pound sterling (GBP). However, foreign exchange gains or losses resulting from exchange rate fluctuations mostly offset each other (natural hedging). The potential loss amount, resulting from transaction risks only and not considering any translation risks, is considered to be low and its probability of occurrence is estimated as occasional.
In the event of an inadequate R&D strategy, Pfleiderer could lose market share due to a lack of new and innovative products. Insufficient investment in research and development could mean that new product and process development goals are not achieved to an adequate extent. This could result in lower pricing power and consequently an unfavorable development of the Group. Furthermore there is a lack of innovative projects and culture of innovation, which needs to be improved to strengthen our market position. These are regarded low or as medium risks. The Company responded to these risks by realigning and reorganizing its R&D activities and improving the innovation culture.
Due to construction of new production facilities by competitors on north east of Poland there is a risk of declining orders number for the products of Pfleiderer Group entities.
A fairly significant portion of our product range relates to commodities, which are associated with high price volatility. The risk is made up of interchangeability of products, rising material and other costs, like fuel prices, as well as the disappearance of international sales markets. Especially the current situation, that new competitors enter the market/competitors increasing their capacities are demanding for wood, intensifies the wood price increase. The potential loss of the risk is regarded as low but it is about to occur. Furthermore, the wood price is also influenced by demanders from the co-firing industry. As they do not only burn forest waste, but also fully valuable wood like sawmill residue, pulpwood or middle-sized logs, there is a high competition from the side of the power plants. The potential loss amount is estimated to be low, which is also about to occur. Additionally we expect price increases for Methanol caused by the ratio of demand and supply in Europe, just as for Melamine, which price depends on the development of gas and crude oil. Further on, for Urea there are also slight negative deviations forecasted, which are based on the fact that the prices for it are increasing on all markets. The corresponding potential loss is estimated to be low, but more likely than unlikely to occur due to the implementation of measures, like a continuous market monitoring.
Nevertheless, it cannot be ruled out that reopening closed plants or expansion of capacity by other competitors may lead to an adverse development of sales prices. This risk is considered to be significant and conceivable.
Finally, other economic events, like the withdrawal of countries from the EU, can also influence the business of the company and can lead to a medium potential loss, which is more likely than unlikely to occur.
Due to technical defects or a lack of order and cleanliness there is a risk of fire or explosion. The potential loss complies with the deductibles according to the insurance policies for each plant. Therefore the potential loss is evaluated to be serious but rather unlikely to occur.
A lack of replacement investments or maintenance in the past could result in a backlog of maintenance and investment. Insufficient replacement investments and postponed repairs and maintenance work may lead to breakdowns of machinery and production facilities. In conjunction with the distinctive product portfolio of the different plants there is a low risk, which occurrence seems to be occasional.
In addition, investment requirements may arise due to a failure to meet legal requirements, for example in relation to fire safety. This is classified as a significant risk, which is rather unlikely, after implementing measures. If regulations and specifications are not complied with, there is a need to take action.
Due to the increased occurrence of so-called Fake-President-Frauds at other groups, the Pfleiderer Group intensified their information activities towards the employees. The Pfleiderer Group repeatedly pointed out that, amongst others, nobody – even not board members – is allowed to ask for payments/money transfers via email and nobody within the Group is allowed to circumvent the four-eyes-principle. As it is never ruled out, that an employee makes a mistake, the company is aware, that there is a risk that an employee might execute a payment within the maximum available overdraft limit. Considering the measures in place, the occurrence of the risk is regarded to be rather unlikely with a serious potential loss amount.
For the information regarding related-party transactions as at 30 June 2018 and for the period from 1 January to 30 June 2018 see Note 18 in the Notes to the unaudited interim condensed consolidated financial statements of Pfleiderer Group S.A.
In the period from 1 January to 30 June 2018, all related-party transactions were executed on an arm's length basis.
As at 30 June 2018 the Group did not identify any significant contingent liabilities except for an additional potential liability (apart from the amounts already recorded in the balance sheet) resulting from the antitrust proceedings, German insolvency code (Alno case)as well as potential tax liability described below.
Following an inspection in October 2011, on 30 March 2012 the Polish Office of Competition and Consumer Protection (the "OCCP") commenced proceedings against Kronospan Szczecinek Sp. z o.o., Kronospan Mielec Sp. z o.o., Kronopol Sp. z o.o., Pfleiderer Group S.A. (formerly Pfleiderer Grajewo S.A.) and Pfleiderer Wieruszów Sp. z o.o. , regarding possible horizontal price fixing and exchange of information on conditions of sale in the chipboard and fiberboard markets in Poland, which may constitute breaches of Article 6 of the Act on Competition and Consumer Protection and Article 101(1)(a) of the Treaty on the Functioning of the European Union. The maximum fines that the OCCP may impose on Pfleiderer Group S.A. and/or Pfleiderer Wieruszów Sp. z o.o. in these proceedings amount to 10% of their respective tax revenues in the year preceding the issuance of the infringement decision. The end date of the proceedings is still uncertain.
On 28 December 2017 the President of the Office of Competition and Customer Protection (hereinafter referred to as 'President of the OCCP') issued a decision no. DOK-3/2017 (hereinafter referred to as 'Decision') considering as an anticompetitive practice the conclusion by Kronospan Szczecinek Sp. z o.o., Kronospan Mielec Sp. z o.o., Swiss Kronos Sp. z o.o. (formerly Kronopol Sp. z o.o.), Pfleiderer Group S.A. (formerly Pfleiderer Grajewo S.A.) and Pfleiderer Wieruszów Sp. z o.o. an agreement limiting competition on the national market of sales of chipboard and on the national market of sales of fibreboard, consisting in:
According to the Decision, the agreement was in force from the beginning of 2008 to 7 September 2011.
The President of the OCCP imposed a fine of PLN 15 958 thousand on Pfleiderer Group S.A. and PLN 19 805 thousand on Pfleiderer Wieruszów Sp. z o.o.
The Decision ended the antimonopoly proceedings initiated by the President of the OCCP in 2012. The decision is not legally binding. On the 29 January 2018, the Company and Pfleiderer Wieruszów Sp. z o.o. appealed against the Decision to the Court of Competition and Consumer Protection.
The Company and Pfleiderer Wieruszów Sp. z o.o., established provisions in order to secure funds for anticipated legal costs related to the appeal against the Decision and for the payment of possible fines if the Company and Pfleiderer Wieruszów Sp. z o.o. are obliged to pay the fines specified in the Decision. As of 30 June 2018 the provisions amount to PLN 37 858 thousand. Furthermore the Decision results in a risk of claims for damages against the companies Pfleiderer Group S.A. and Pfleiderer Wieruszów Sp. z o.o. This risk cannot be quantified based on the evidence and information available at this time.
An earlier investigation by the German Federal Cartel Office in 2009 concluded in 2011 that PCF GmbH (then, Pfleiderer AG) and certain competitors had, for a period from at least 2004 through 2007, violated German competition law by coordinating price increases and minimum prices in the German market. As a result, the German Federal Cartel Office in September 2011 fined this group of market participants and certain individuals a total of EUR 42 million on the grounds of violating German and European competition laws by entering into anticompetitive agreements. PCF GmbH's share of the fine was settled in yearly instalments and fully repaid by the end of 2016.
As described below, two of the Pfleiderer Group's customers have sued the Pfleiderer Group for damages in connection with these antitrust violations. The companies are seeking compensation in connection with these antitrust violations. The outcome of the respective extrajudicial negotiations or proceedings is difficult to predict. Based on its best knowledge the Management estimated as of 30 June 2018 provisions related to antitrust violations of EUR 3 700 thousand including costs related to legal proceedings with Classen as well as legal costs and amicable settlements of claims with Oeseder. Depending on the final outcome of the negotiations and/or the proceedings, the Group could be obligated to make further substantial payments.
There is a risk that additional follow-on claims for damages might be raised by third parties, including customers, against the Group in respect thereof. The amount of any such follow-on claims for damages cannot currently be determined with any certainty, but could be substantial. The realization of any of these risks could have a material adverse effect on the Group's business, financial condition and results of operations.
In December 2012, Classen also filed an action for damages with the regional court of Düsseldorf (Landgericht Düsseldorf) against Pfleiderer Baruth GmbH (then: Pfleiderer Faserplattenwerk Baruth GmbH) currently amounting to approximately EUR 55.4 million (plus interest). The proceeding is still pending and the outcome, i.e. the further potential costs that may arise in connection with this litigation or the amount of damages that might be required to be paid, cannot be assessed yet. At oral hearing on 2 February 2017, the court has not clearly indicated whether it deems the claim justified as to the merits or not. The next oral hearing was held on 3 May 2018. The outcome is difficult to predict. The court has postponed the decision till 4 October 2018. As a result, the management has determined that not all of the conditions have been met to require recognition of a provision for this matter. Therefore as at 30 June 2018 no provision has been recognized by the Group in these consolidated financial statements. Accrued legal costs for Classen are comprised in the total amount of EUR 3 700 thousand.
In December 2012, Oeseder Möbel-Industrie Mathias Wiemann GmbH & Co. KG ("Oeseder"), one of the Pfleiderer Group's customers, filed an action for damages with the regional court of Hannover (Landgericht Hannover) against Sonae Arauco Deutschland AG (then: Glunz AG) amounting to approximately EUR 26 million (plus interest). The plaintiff claimed to have suffered damages due to the Chipboard Cartel. Following a third party notice (Streitverkündung) by Sonae Arauco Deutschland AG, PCF GmbH has joined the legal proceedings as an intervener (Nebenintervenient). The court has passed a judgement on 31 May 2016 according to which the claim is justified on the merits but subject to further discussion regarding quantum. Sonae Arauco Deutschland AG has filed an appeal against this decision with the higher regional court in Celle. The court meeting was held in March 2018. The outcome is difficult to predict at this moment. The higher regional court in Celle has postponed its decision till 15 October 2018.
As at 30 June 2018 the Management based on its best knowledge recognised a provision for the expected outcome, which is included in the total amount of EUR 3 700 thousand. PCF GmbH's obligation for substantial payments may result from a contribution claim (Gesamtschuldnerinnenausgleichsanspruch) based on PCF GmbH's joint and several liability (Gesamtschuld), if Sonae Arauco Deutschland AG or any other third party is obligated to pay compensation to Oeseder. The proceeding is still pending and the outcome, i.e. the further potential costs that may arise in connection with this litigation or the amount of damages that might be required to be paid could change significantly.
After the balance sheet date, Pfleiderer Deutschland GmbH (Pfleiderer) received the letter dated 24 July 2018 from the insolvency administrator of Alno Aktiengesellschaft (Alno) in which he challenges all payments made by Alno for delivery of Pfleiderer's products from 30 June 2014 to 6 July 2017 in a total amount of EUR 19 346 327,50. With respect to all payments made within three months prior to the filing for opening of insolvency proceedings the insolvency administrator argues that they are subject to the three months claw-back right (sec. 130 German Insolvency Code). With respect to the remaining payments made within four years prior to the filing for opening of insolvency proceedings the insolvency administrator argues that they are subject to the claw-back right for intended damage (sec. 133 German Insolvency Code). The insolvency administrator bases both claw-back claims on the assumption that Alno was illiquid during the whole clawback period and Pfleiderer was aware of it. The insolvency administrator relies on a – to Pfleiderer unknown - expert's opinion regarding Alno being illiquid during the claw-back period. Based on the facts known so far it is not possible to estimate in a reliable way an amount of the alleged claw-back claim for which it is more likely than not that Pfleiderer has to pay it. Company and its legal advisors will further verify the claim but at this stage the alleged claw-back claim is an uncertain liability. In case of a litigation Pfleiderer and its legal advisors estimated the cost for lawyers and the court and created the provision as at 30 June 2018 in the amount of EUR 550 thousand.
The Western European segment is subject to certain tax risks described in point 1.8 Risk Management. As at 30 June 2018 the management assessed the risks related to this uncertain tax position and it has determined that not all of the conditions have been met to require recognition of a provision for this matter. Therefore as at 30 June 2018 no provision has been recognized by the Group in these interim condensed consolidated financial statements.
Moreover the Group has tax liabilities for the outcome of the tax audit for years 2010-2015 in Germany amounting to EUR 9.2 million (increase of EUR 2m in comparison to 31 December 2017 as a result of final findings of tax audit).
OF THE PFLEIDERER GROUP S.A. AND THE GROUP FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2018
MANAGEMENT BOARD INTERIM CONDENSED CONSOLIDATED REPORT ON THE OPERATIONS
In HY1 2018 and HY1 2017 the production volumes of main product groups at the Group level were as follows:
| '000 | 1 Jan. - 30 Jun. 2018 |
1 Jan. - 30 Jun. 2017 |
Change (%) |
1 Apr. - 30 Jun. 2018 |
1 Apr. - 30 Jun. 2017 |
Change (%) |
|
|---|---|---|---|---|---|---|---|
| Gross production of raw chipboards (finished goods; semi- product for the of laminated chipboards) |
Cbm | 1 644 | 1 665 | -1% | 823 | 831 | -1% |
| Laminated boards | Sqm | 54 043 | 56 421 | -4% | 26 749 | 27 561 | -3% |
| Raw MDF/HDF boards (finished goods, semi product to lacquered MDF boards) |
Cbm | 304 | 289 | 5% | 151 | 147 | 3% |
| '000 | 1 Jan. – 30 Jun. 2018 | 1 Apr. – 30 Jun. 2018 | |||
|---|---|---|---|---|---|
| Core West | Core East | Core West | Core East | ||
| Gross production of raw chipboards | |||||
| (finished goods; semi- product for the of laminated chipboards) | cbm | 973 | 671 | 483 | 340 |
| Laminated boards | sqm | 33 981 | 20 062 | 16 614 | 10 135 |
| Raw MDF/HDF boards | |||||
| (finished goods, semi-product to lacquered MDF boards) | cbm | 185 | 119 | 93 | 58 |
Revenue reported by the Group in HY1 2018 was EUR 533 183 thousand and increased 5.4% compared to HY1 2017. The sales volumes by product groups were as follows:
| 1 Jan. - | 1 Jan. - | 1 Apr. - | 1 Apr. - | ||
|---|---|---|---|---|---|
| 30 Jun. 2018 | 30 Jun. 2017 | 30 Jun. 2018 | 30 Jun. 2017 | ||
| Laminated particleboard | spm | 50 333 399 | 52 899 345 | 25 024 622 | 25 802 601 |
| HPL | spm | 5 997 941 | 6 064 165 | 2 955 129 | 3 001 234 |
| Raw particleboard | cbm | 563 266 | 551 202 | 272 768 | 279 243 |
| Laminated MDF/HDF board | spm | 1 350 823 | 1 648 841 | 678 407 | 845 627 |
| Raw MDF/HDF board | cbm | 214 734 | 198 312 | 103 072 | 101 464 |
OF THE PFLEIDERER GROUP S.A. AND THE GROUP FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2018
MANAGEMENT BOARD INTERIM CONDENSED CONSOLIDATED REPORT ON THE OPERATIONS
TABLE 8: CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR HY1 2018
| '000 EUR | 1 Jan. - 30 Jun. 2018 |
1 Jan. - 30 Jun. 2017 |
1 Apr. - 30 Jun. 2018 |
1 Apr. - 30 Jun. 2017 |
|---|---|---|---|---|
| Revenue | 533 183 | 506 029 | 264 414 | 253 619 |
| Cost of sales | -410 402 | -386 375 | -204 327 | -193 564 |
| Profit on sales | 122 781 | 119 654 | 60 087 | 60 055 |
| Other operating income | 4 335 | 10 025 | 1 796 | 5 838 |
| Distribution expenses | -66 168 | -69 046 | -32 815 | -34 660 |
| General and administrative expenses | -25 815 | -26 072 | -13 117 | -13 428 |
| Other operating expenses | -3 246 | -5 266 | -2 053 | -948 |
| Result from operating activities | 31 887 | 29 295 | 13 898 | 16 857 |
| Financial income | 74 | 10 227 | 46 | 9 428 |
| Financial expenses | -10 855 | -22 502 | -5 492 | -15 152 |
| Exchange differences | -7 569 | 8 262 | -6 191 | 342 |
| Net financing cost | -18 350 | -4 013 | -11 637 | -5 382 |
| Profit before tax | 13 537 | 25 282 | 2 261 | 11 475 |
| Income tax expense | -7 766 | -6 664 | -3 825 | -3 217 |
| Net profit for the reporting period | 5 771 | 18 618 | -1 564 | 8 258 |
Revenues came in at EUR 533 183 thousand in HY1 2018, growing 5.4% YoY, mostly due to positive price performance.. The Core West segment revenues reached EUR 373 393 thousand, augmenting by 4.3% YoY, while the Core East segment added EUR 159 790 thousand, up 7.9% YoY.
The Group's profit on sales reached EUR 122 781 thousand in HY1 2018, growing as much as 2.6% YoY. The gross profit margin decreased slightly YoY in HY1 2018, coming in at 23.03% versus 23.65% in HY1 2017. The Group managed to fully cover raw material prices growth, however product mix had slightly negative impact on sales margin. Moderate growth in costs of sales was implicated material prices growth declined by productivity enhancement programs and successful cost discipline initiatives. Growth of material prices, mainly related to wood, paper, and chemicals.
The cost discipline initiatives resulted in 3.3% decrease in Group's distribution, general and administrative expenses, which reached EUR 91 983 thousand in HY1 2018.
Overall, the Group's result from operating activities came in at a strong EUR 31 887 thousand in HY1 2018, growing by c. 8.8% YoY. The operating result of the Core West reached EUR 23 177 thousand in HY1 2018 versus EUR 23 093 thousand in HY1 2017 while the operating result of the Core East division reached EUR 8 598 thousand in HY1 2018 versus EUR 5 812 thousand in HY1 2017.
EBIDTA for Q2 2018 declined in comparison to Q2 2017 mainly due to one off events recognized : other operating income in Q1 2017 was positively impacted by reversal of accruals for EEG of c.a. EUR 5.5 m, other operating cost in Q2 2018 on the other hand was negatively impacted by provision for legal costs for claim back claim.
The net financial cost was negatively impacted by non-cash effect of negative exchange differences. The Group has significantly lowered interest cost in HY1 2018 by ca. 51.8% due to refinancing of debt (cash effect). The above mentioned negative exchange differences (non-cash) result from revaluation of intercompany loan originally in EUR revaluated to PLN in Pfleiderer Group S.A. (as a result, on the level of consolidated financial statement the forex difference from Pfleiderer Group S.A. books are not excluded, the amount for HY1 2018 was EUR 6 272 thousand cost and for HY1 2017 EUR 8 745 thousand income). Additionally, HY1 2017 net financing costs were impacted by income of EUR 2 525 thousand (EUR 8 859 thousand other financial income and EUR 6 293 thousand other financial cost) which was one off result on refinancing. Consequently, net financing result for HY1 2018 was negative and amounted to EUR 18 350 thousand in comparison to minus EUR 4 013 thousand in HY1 2017.
Income tax expense is higher than estimated via effective tax rate, mainly due to effect of German tax rate 28.85% as well as additional tax paid for the year 2016 in Germany (EUR 5 332 thousand – cash effect) and increase of tax liabilities for the outcome of the tax audit for years 2010-2015 conducted in Germany (EUR 2 million). Overall, the Group's net profit came in at EUR 5 771 thousand in HY1 2018, down 69.0 % YoY.
| '000 EUR 30 Jun. 2018 |
31 Dec. 2017 554 279 |
|---|---|
| Property, plant and equipment 533 164 |
|
| Intangible assets 80 640 |
82 907 |
| Goodwill 66 379 |
67 541 |
| Long term investments 509 |
511 |
| Investment property 812 |
850 |
| Deferred tax assets 6 382 |
6 471 |
| Advances paid on fixed assets 16 258 |
9 877 |
| Government grants receivables 5 034 |
5 275 |
| Other non current assets 3 |
3 |
| Non-current assets 709 181 |
727 714 |
| Inventories 104 077 |
96 301 |
| Trade and other receivables 57 685 |
35 673 |
| Income tax receivable 1 396 |
244 |
| Cash and cash equivalents 50 111 |
83 845 |
| Fair value of hedging instruments 0 |
380 |
| Other short term financial assets 256 |
326 |
| Current assets 213 525 |
216 769 |
| Total assets 922 706 |
944 483 |
| LIABILITIES AND EQUITY | ||
|---|---|---|
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
| Share capital | 6 692 | 6 692 |
| Share premium | 146 375 | 146 375 |
| Statutory reserve funds | 149 574 | 87 281 |
| Reserves | -12 634 | -10 330 |
| Retained earnings | -81 973 | 9 884 |
| Total equity attributable to owners of the Company | 208 034 | 239 902 |
| Total equity | 208 034 | 239 902 |
| Liabilities | ||
| Loans and borrowings | 337 239 | 336 155 |
| Provisions for employee benefits | 52 513 | 53 389 |
| Provisions | 1 274 | 1 453 |
| Deferred tax liabilities | 61 242 | 65 625 |
| Deferred income from government grants | 8 147 | 8 807 |
| Other non-current liabilities | 18 | 18 |
| Non-current liabilities | 460 433 | 465 447 |
| Loans and borrowings | 2 556 | 2 529 |
| Income tax payable | 19 585 | 15 734 |
| Trade and other payables | 188 640 | 182 968 |
| Employee related payables | 27 585 | 21 794 |
| Provisions | 15 040 | 15 555 |
| Fair value hedging instuments | 304 | 0 |
| Deferred income from government grant | 529 | 554 |
| Current liabilities | 254 239 | 239 134 |
| Total liabilities | 714 672 | 704 581 |
| Total equity and liabilities | 922 706 | 944 483 |
The asset side of statement of financial position remained relatively stable in HY1 2018 versus FY 2017 numbers. Noncurrent assets as at 30 June 2018 constituted 77% of total group assets – similar to FY 2017. Within HY1 2018 a pick-up in advances paid on fixed assets was noticeable due to ongoing significant investment projects. There were however changes within the current asset structure composition. Net working capital worsened slightly in comparison to the year-end, which is connected with seasonality of the business. . Cash and cash equivalents level as at 30 June 2018 was at level lower by 40% comparing to the end of 2017 mainly because of conducted shares buy back, tax payments in Germany and investment expenditures.
The structure of liabilities remained stable in comparison to the end of FY 2017. Non-current liabilities constitutes 64% of the total liabilities, in comparison to 66% at YE 2017. The major increase can be observed at the employee related liabilities that grew up by 27% mainly due to obligatory builded provision for not used vacation provision, which declines after holidays season (non-cash effect in the normal course of a business) and income tax liabilities amount that grew up by 24%.
Drop in Group's total equity, from EUR 239 902 thousand at YE 2017 to EUR 208 034 thousand at the end of HY1 2018 was a net effect of positive net income, share buyback programme and declared dividend. In HY1 2018 the Company repurchased the shares for the amount of EUR 18 609 thousand including costs and declared dividend of EUR 16 719 thousand.
Total equity represented 23% of total equity and liabilities at the end of HY1 2018 in comparison to 25% at the end of year 2017.
| 1 Jan. - | 1 Jan. - | |
|---|---|---|
| '000 EUR | 30 Jun. 2018 | 30 Jun. 2017 |
| Net profit for the reporting period | 5 771 | 18 618 |
| Depreciation and amortisation | 37 514 | 36 846 |
| Foreign exchange gains | 7 569 | -8 262 |
| Interest for the period | 10 989 | 12 706 |
| Profit on investing activities | -26 | 11 |
| Income tax disclosed in profit or loss of the period | 7 766 | 6 664 |
| Amortisation of government grants | -177 | -421 |
| Result on forward contracts | -207 | -431 |
| Increase in exchange differences on translating foreign operations | -1 547 | 457 |
| Changes in | ||
| trade and other receivables | -21 709 | -24 428 |
| inventories | -9 459 | -8 474 |
| trade and other payables | 4 825 | 10 135 |
| employee benefit obligations | -1 561 | -681 |
| provisions | -980 | -1 035 |
| Cash generated from operating activities | 39 068 | 41 705 |
| Income tax (paid)/received | -9 268 | -3 574 |
| Net cash provided by operating activities | 29 800 | 38 131 |
| Net cash used in investing activities | ||
| Disposal of property, plant and equipment | 61 | 18 |
| Interest received | 74 | 52 |
| Acquisition of intangible assets and property, plant and equipment | -35 832 | -22 759 |
| Net cash used in investing activities | -35 697 | -22 689 |
| Net cash used in financing activities | ||
| Repayment of borrowings and other debt instruments | 0 | -405 |
| Share buy-back | -18 609 | 0 |
| Interest paid | -7 039 | -15 814 |
| Other financing activities | -2 189 | 0 |
| Net cash used in financing activities | -27 837 | -16 219 |
| Total cash flows | -33 734 | -777 |
| Decrease/Increase in cash | -33 734 | -777 |
| Cash at beginning of the period | 83 845 | 97 726 |
| Cash at the end of the period | 50 111 | 96 949 |
Cash earned on operating activities in HY1 2018 was consumed by significant invesntment programme (EUR 35 832 thousand) and share buy back of EUR 18 609 thousand, The net cash from operating activities reached high level in HY1 2018, amounting to EUR 29 800 thousand. The HY1 2018 operating line was negatively affected by higher YoY pick-up in working capital. Moreover in HY1 2018 the Group paid additional taxes for year 2016 in the amount of EUR 5 332 thousand in Germany.
The investing cash flow was EUR 35 697 thousand cash out in HY1 2018 due to conducted significant investments. The total amount of investing cash flows for HY1 2018 includes repayment of investment liabilities in the amount of EUR 8 553 thousand.
The level and sign of net financing cash flow in HY1 2018 was strongly influenced by shares buy back in the amount of EUR 18 609 thousand. Due to performed refinancing of debt the significant YoY decrease of interests paid can be observed.
Below we present key financial ratios describing the Group's performance:
| Definition | HY1 2018 | HY1 2018 (*) |
HY1 2017 | ||
|---|---|---|---|---|---|
| Liquid funds | Cash and cash equivalents | mEUR | 50.1 | 104.4 | 96.9 |
| Net debt | Financial debt - liquid funds | mEUR | 289.7 | 235.4 | 239.8 |
| Net leverage | Net debt / EBITDA (LTM) | factor | 2.35 | 1.90 | 1.93 |
| Equity ratio | Equity / balance sheet totals | % | 22.5% | 26.8% | 28.0% |
| Gearing | Net debt / equity | factor | 1.39 | 0.90 | 0.90 |
| EBITDA (LTM) | Result from operating activities + depreciation + amortization for last 12 months |
mEUR | 123.3 | 123.3 | 124.1 |
| Interest cover | EBITDA (LTM) / net financing costs (LTM) | factor | 4.1 | 4.1 | 7.2 |
| ROCE | Result from operating activities (LTM) / Capital employed | % | 7.9% | 7.9% | 8.1% |
| ROA | Net profit (LTM) / total assets at the end of the period | % | 0.5% | 0.5% | 2.7% |
| ROE | Net profit (LTM) / equity at the end of the period | % | 2.1% | 1.6% | 9.5% |
(*) Ratios excluding cash effect of shares buyback in the total amount of EUR 54 252 thousand.
Looking at the financing position in YoY comparison shows a higher level of the net debt resulting mainly from lower level of liquid funds. However after eliminating the cash effect of shares buyback a significant improvement of the ratios can be observed: decrease of net debt and net leverage.
Starting from 1 January 2019, due to implementation of new IFRS 16, the amount of net debt and tangible assets will visibly increase.
| HY1 2018 | HY1 2017 | |
|---|---|---|
| Gross profit margin (Profit on sales/Revenue) | 23.03% | 23.65% |
| EBIT margin (Result from operating activities/Revenue) | 5.98% | 5.79% |
| Pre-tax margin (Profit before tax/Revenue) | 2.54% | 5.00% |
| Net income margin (Net profit/Revenue) | 1.08% | 3.68% |
On 13 April 2017 the Group has finalized and signed refinancing agreements of EUR 450.0 million senior secured credit facilities comprising:
The proceeds from the Facilities have been used to redeem the EUR 321 684 000 senior secured notes issued by PCF GmbH (formerly Pfleiderer GmbH) ("Notes") in full, to refinance the existing senior secured revolving credit facility and to fund related transaction fees, redemption premium and expenses as well as for general corporate purposes and working capital requirements.
On 31 July 2018, the Senior Facilities Agreement originally dated 13 April 2017 was amended and restated. The total amount of senior secured term loan B increased by EUR 95 million from EUR 350 million to EUR 445 million, the volume of the Revolving Credit Facilities remains unchanged.
In order to secure the new obligations under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, Pfleiderer Group S.A. on 1 August 2017 established the financial pledge and, subject to registration, the registered pledge over the shares in Pfleiderer Polska Sp. z o.o. and granted the power of attorney to exercise corporate right from the pledged shares in favor of Trigon Dom Maklerski S.A. (the "Polish Security Agent").
Following the initial utilization of the facilities under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the existing security interests granted by the Polish Pfleiderer entities to secure the repayment of claims of Commerzbank Aktiengesellschaft, Filiale Luxemburg acting as security agent (the "Security Agent") arising from the parallel debt in accordance with the intercreditor agreement dated 4 July 2014 (as amended and restated) entered into in connection with the EUR 60 million and PLN 200 million RCF Agreement dated 4 July 2014 (as amended and restated) between, inter alios, Pfleiderer Group S.A. and certain of its subsidiaries as borrowers, the Security Agent and certain financial institutions as original lenders and the EUR 321 684 thousand Senior Secured Notes due 1 August 2017 issued by PCF GmbH were released.
In order to secure the new obligations under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the following security interests have been granted for the benefit of the lenders:
(i) Pfleiderer Group S.A. entered into the agreements for financial and registered pledges over shares in Pfleiderer Wieruszów Sp. z o.o., Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. and granted powers of attorney to exercise corporate rights from the pledged shares in these companies in favor of Polish Security Agent.
(ii) Pfleiderer Group S.A., Pfleiderer Wieruszów Sp. z o.o., Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo sp. z o.o., Pfleiderer Polska Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. entered into the agreements for financial and registered pledges over major bank accounts and granted the powers of attorney to dispose funds from their bank accounts in favor of the Polish Security Agent.
(iii) Pfleiderer Group S.A., Pfleiderer Wieruszów Sp. z o.o., Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. entered into the agreements for security assignments of rights under commercial contracts, intercompany loan agreements and insurance agreements.
(iv) The following mortgages have been established in favor of the Polish Security Agent:
(v) Pfleiderer Group S.A., Pfleiderer Wieruszów Sp. z o.o., Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. executed the submissions to enforcement (oświadczenie o poddaniu się egzekucji) in favor of the Security Agent.
Following the initial utilization of the facilities under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the existing security interests granted by the German Pfleiderer entities to secure the repayment of claims of Commerzbank Aktiengesellschaft, Filiale Luxemburg, acting as security agent (the "Security Agent") arising from the parallel debt in accordance with the intercreditor agreement dated 4 July 2014 (as amended and restated) entered into in connection with the EUR 60 million and PLN 200 million RCF Agreement dated 4 July 2014 (as amended and restated) between, inter alias, Pfleiderer Group S.A. and certain of its subsidiaries as borrowers, the Security Agent and certain financial institutions as original lenders and the EUR 321 684 thousand Senior Secured Notes due 1 August 2017 issued by PCF GmbH have been released.
In order to secure the new obligations under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the following security interests have been granted for the benefit of the lenders, whereby Wilmington Trust (London) Limited is acting as new security agent (the "New Security Agent"):
(i) Pfleiderer Group S.A., PCF GmbH, Pfleiderer Deutschland GmbH as pledgors granted pledges over shares in PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH and Pfleiderer Baruth GmbH.
(ii) PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH, Pfleiderer Baruth GmbH as pledgors granted pledges over their major bank accounts.
(iii) PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH, Pfleiderer Baruth GmbH as assignors assigned as security their receivables under the intercompany loans, material trade and insurance receivables.
(iv) The existing German land charges have been assigned to the New Security Agent.
As at 13 April 2017, certain members of the Group have guaranteed the liabilities under the senior facilities agreement (as amended and restated), such members of the Group are: Pfleiderer Group S.A., PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH, Pfleiderer Baruth GmbH, Pfleiderer Wieruszów Sp. z o.o., Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o., Pfleiderer Silekol Sp. z o.o. The amounts outstanding under the senior secured revolving credit facility dated 4 July 2014 and the senior notes issued on 27 June 2014 have been refinanced by the senior facilities agreement dated 13 April 2017 (as amended and restated).
| '000 PLN | '000 EUR | |||
|---|---|---|---|---|
| 1 Jan. - | 1 Jan. - | 1 Jan. - | 1 Jan. - | |
| 30 Jun. 2018 | 30 Jun. 2017 | 30 Jun. 2018 | 30 Jun. 2017 | |
| Revenue | n.a. | n.a. | n.a. | n.a. |
| Results from operating activity | -7 433 | -16 611 | -1 761 | -3 891 |
| Profit before tax | 22 614 | 343 815 | 5 359 | 80 539 |
| Net profit for the reporting period | 27 333 | 342 077 | 6 477 | 80 132 |
| Basic earnings per share (in PLN/EUR) | 0.46 | 5.29 | 0.11 | 1.24 |
| Diluted earnings per share (in PLN/EUR) | 0.46 | 5.29 | 0.11 | 1.24 |
| Average PLN/EUR exchange rate | 4.2200 | 4.2689 | ||
Operating result in both HY1 2018 and HY1 2017 reflects purely the holding activity of the Company. Lower loss from operating activity in HY1 2018 of PLN 7 433 thousand compared to loss of PLN 16 611 thousand in HY1 2017 results from higher revenues from intercompany services rendered by the Company to Group companies (PLN 5 317 thousand in HY1 2018, PLN 1 475 thousand in HY1 2017) and lower general and administrative expenses (PLN 13 535 thousand in HY1 2018, PLN 17 198 thousand in HY1 2017) coming mostly from lower intercompany service charges (PLN 866 thousand in HY1 2018 compared to PLN 7 313 thousand in HY1 2017).
In HY1 2018 Pfleiderer Group S.A. generated profit on financial activity of PLN 30 047 thousand compared to profit of PLN 360 426 thousand in HY1 2017. Lower net financing income in HY1 2018 results mostly from lower dividends (PLN 66 615 thousand in HY1 2018, PLN 334 212 thousand in H1 2017) and negative foreign exchange differences on intercompany loans from PCF GmbH and on obligation taken over from Atlantik SA (foreign exchange loss of PLN 31 001 thousand in HY1 2018 compared to foreign exchange gain of PLN 37 232 thousand in H1 2017). This negative difference was partly offset by income from intercompany sureties (PLN 4 600 thousand in H1 2018) and lower interest costs on intercompany loans from PCF GmbH (PLN 10 287 thousand in H1 2018 compared to PLN 11 767 thousand in HY1 2017).
| '000 PLN | '000 EUR | |||
|---|---|---|---|---|
| 30 Jun. 2018 | 31 Dec. 2017 | 30 Jun. 2018 | 31 Dec. 2017 | |
| Total assets | 2 234 118 | 2 282 384 | 510 866 | 546 417 |
| Liabilities | 914 579 | 839 146 | 209 133 | 200 897 |
| Non-current liabilities | 128 | 4 121 | 29 | 987 |
| Current liabilities | 914 451 | 835 025 | 209 104 | 199 910 |
| Equity | 1 319 539 | 1 443 238 | 301 733 | 345 520 |
| Share capital | 21 351 | 21 351 | 4 882 | 5 112 |
| Number of shares | 64 701 007 | 64 701 007 | 64 701 007 | 64 701 007 |
| Book value per share (in PLN/EUR) | 20.39 | 22.31 | 4.66 | 5.34 |
| PLN/EUR exchange rate as at the end of the reporting period |
4.3732 | 4.1770 | ||
| '000 PLN | '000 EUR | |||
|---|---|---|---|---|
| 1 Jan. - | 1 Jan. - | 1 Jan. - | ||
| 30 Jun. 2018 | 30 Jun. 2017 | 30 Jun. 2018 | 30 Jun. 2017 | |
| Net cash provided by operating activities | 1 537 | -9 707 | 364 | -2 274 |
| Net cash provided by/ used in investing activities | 123 252 | -4 | 29 207 | -1 |
| Net cash used in financing activities | -120 904 | 7 015 | -28 650 | 1 643 |
| Total net cash flow | 3 885 | -2 696 | 921 | -632 |
| Average PLN/EUR exchange rate | 4.2200 | 4.2689 | ||
| 1 Jan. - | 1 Jan. - | ||
|---|---|---|---|
| 30 Jun. 2018 | 30 Jun. 2017 | ||
| Operating margin | Operating profit / Revenue | n.a. | n.a. |
| Pre-tax margin | Profit before tax / Revenue | n.a. | n.a. |
| Net margin | Net profit / Revenue | n.a. | n.a. |
Starting from 1 September 2016 Pfleiderer Group S.A. is a pure holding company, thus did not record any revenue in both HY1 2018 and HY1 2017.
There were no non-recurring events which might affect the Group or Pfleiderer Group S.A.'s financial performance occurred in HY1 2018.
The Management Board of Pfleiderer Group S.A. has not published projections of financial results or consolidated financial results for the financial year 2018.
| Rating date | Company's long-term rating | Rating outlook | |
|---|---|---|---|
| Standard & Poor's Ratings Services | 13.07.2018 | B+ | Stable |
| Moody's Investors Service | 13.07.2018 | B1 | Stable |
| Standard & Poor's Ratings Services | 28.03.2018 | B+ | Stable |
| Moody's Investors Service | 26.02.2018 | Ba3 | Stable |
| Standard & Poor's Ratings Services | 24.03.2017 | B+ | Positive |
| Moody's Investors Service | 22.03.2017 | Ba3 | Stable |
| Standard & Poor's Ratings Services | 20.01.2017 | B+ | Positive |
| Standard & Poor's Ratings Services | 29.01.2016 | B | Positive |
| Moody's Investors Service | 26.01.2016 | B1 | Positive |
Forward and swap agreements are forward foreign currency transactions conducted at a predetermined exchange rate. The Group applies hedge accounting, which results in the effective portion of gains or losses on fair value of hedging instruments (forward transactions) is included in other comprehensive income and presented as a separate equity position "cash flow hedge". The gains or losses previously recognised in other comprehensive income are transferred to profit or loss over the same period and in the same position in which the hedged cash flows are recognised in the statement of comprehensive income. The ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
As at 30 June 2018, the Group did not carry any borrowings from related parties.
Bank loans and corporate bonds
Use of bank borrowings
| '000 Euro | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Bank borrowings | 337 239 | 336 155 |
| Non-current liabilities | 337 239 | 336 155 |
| Current portion of bank borrowings | 2 333 | 2 333 |
| Other interest bearing liabilities | 223 | 196 |
| Current liabilities | 2 556 | 2 529 |
| TOTAL | 339 795 | 338 684 |
Senior Facilities Agreement – entered into force on 1 August 2017
On 13 April 2017 Pfleiderer Group S.A., PCF GmbH and certain of its German and Polish subsidiaries, Credit Suisse International, Deutsche Bank AG, London Branch, Goldman Sachs Bank USA and others as mandated lead arrangers, Wilmington Trust (London) Limited and Trigon Dom Maklerski S.A. as security agents (the "Security Agent") and others entered into a EUR 450 000 000 senior facilities agreement which initial utilization took place on 1 August 2017. Pfleiderer used those amounts to repay the Senior Secured Notes issued 27 June 2014 (PCF GmbH), the existing credit facility agreements originally dated 4 July 2014 and for general corporate purposes and working capital requirements of the Group. The EUR 450 000 000 is split into a Term Loan B ("TLB") amounting to EUR 350 000 000 (PCF GmbH) with a tenor of seven years – fully drawn and Revolving Credit Facilities with a tenor of five years amounting to EUR 50 000 000 (Revolving Facility 1) and PLN 211 480 000 (Revolving Facility 2).
At the reporting date these Revolving Credit Facilities were not drawn in cash whilst bank guarantees were issued within the Revolving Facility 2 for the total amount of PLN 6 265 thousand as well as Letters of Credit in an amount of EUR 3 385 thousand. The Revolving Facility 1 is partially drawn for bank guarantees of EUR 2 296 thousand and PLN 520 thousand (EUR 119 thousand) as well as Letters of Credit in an amount of EUR 5 040 thousand. Interest on cash drawings is accrued at EURIBOR (for EUR-drawings) plus margin, WIBOR (for PLN-drawings) plus margin, LIBOR (for drawings in other currencies) plus margin.
On 31 July 2018, the Senior Facilities Agreement originally dated 13 April 2017 was amended and restated. The total amount of senior secured term loan B increased by EUR 95 million from EUR 350 million to EUR 445 million, the volume of the Revolving Credit Facilities remains unchanged. Final maturity dates within the senior facilities agreement remain unchanged.
| '00 0 E UR |
30 Ju 20 18 n. |
31 De c. 2 01 7 |
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*) Total RCF-limit with Commerzbank AG is EUR 15m, adding cash-line and ancillary used for guarantees
As at 30 June 2018 and 31 December 2017, the Group did not carry any borrowings from related parties.
Loans advanced:
As at 30 June 2018, the Company has loan receivables of PLN 28 862 thousand (compared to PLN 108 213 thousand as of 31 Dec 2017) granted to subsidiary Pfleiderer MDF Grajewo Sp. z o.o. Interest on loans are accrued on a monthly basis. The loans granted to Pfleiderer MDF Grajewo Sp. z o.o. are denominated in PLN and bear interests at 1M WIBOR rate plus margin. On 29 June 2018 PLN 82 000 thousand was repaid by Pfleiderer MDF Grajewo Sp. z o.o. to the lender.
Liabilities under borrowings from related parties comprise the following balances:
Interest accrued in H1 2018 on the above loans amounted to EUR 2 426 thousand (PLN 10 287 thousand). In H1 2018 the Company has repaid interests of EUR 3 050 thousand (PLN 12 904 thousand) due on obligation taken over from Atlantik S.A. and of EUR 293 thousand (PLN 1 232 thousand) due on first buy back loan.
As at 30 June 2018, no such events occurred.
On 30 June 2018 the Company did not have any open foreign exchange forward transactions.
The commercial paper program, carried out pursuant to an agreement of 22 July 2003 with PEKAO S.A., consists of issuance of short-term notes. The notes are issued in accordance with the Polish Bonds Act of 29 June 1995 as PLN-denominated, unsecured, zero-coupon bearer securities in book-entry form.
The notes issued by Pfleiderer Group S.A., maturing in up to one year, are acquired by Pfleiderer Wieruszów Sp. z o.o. through Bank PEKAO S.A. Thanks to this arrangement, Pfleiderer Group S.A. does not use higher-rate bank loans and Pfleiderer Wieruszów Sp. z o.o. has deposits bearing higher interest than such instruments as treasury bills. The Bank's fee is the cost incurred by the Company in connection with the issue. The notes are a discount instrument – they are issued at a discount to their nominal value and repurchased by the issuer at nominal value.
As at 30 June 2018, the Company's debt under issued notes totaled PLN 85 902 thousand (as at 31 December 2017 146 869 thousand). The notes are used to optimize the management of financial liquidity within the Group, reduce external debt and finance day-to-day operations.
The Group's Management has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's financial risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.
The Group's operations are exposed to the following risks:
The objective behind credit risk management is to reduce the Group's losses which could follow from customers' insolvency. This risk is mitigated with the use of receivables insurance and factoring agreements and ABCP program (Asset based commercial papers).
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to reduce the unfavorable effects of changes in market risk factors on the cash flows and financial results.
Market risk management is conducted using derivative instruments which are used solely to reduce the risk of changes in fair value and risk of changes in cash flows.
Derivative (currency forwards) transactions are concluded only with reliable partners, authorized to participate in transactions through the application of appropriate procedures and signing relevant documentation.
The objective of currency risk management is to minimize losses arising out of unfavorable changes in foreign exchange rates. The Group monitors its currency position from the point of view of cash flows. To manage its currency risk, it first relies on natural hedging and where necessary uses forward contracts. The time horizon adopted for position monitoring and hedging transactions is analyzed on a case by case basis.
The objective of financial liquidity management is to protect the Group from insolvency. This objective is pursued through regular projection of debt levels in a five-year horizon, and arrangement of appropriate financing.
The Group is exposed to credit risk, interest rate risk and currency risk in the ordinary course of business. Financial derivatives are used to hedge the risk related to exchange rate fluctuations.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers.
Transactions which expose the Group to credit risk include trade receivables and cash and cash equivalents. In accordance with the Management Board's policy, the Group's credit risk exposure is monitored on an ongoing basis.
Credit risk associated with bank deposits is assessed by the Group as low due to deposits of its assets only in financial institutions which have a high short-term credit rating.
The credit risk related to trade receivables is limited, as the customer base is very wide and the risk is highly diversified. Therefore, the credit risk concentration is insignificant. Moreover, the Group operates a strict receivables management policy, whereby the risk of customer insolvency is mitigated through the use of trade credit insurance and factoring (Segment East) and ABCP program (Segment West).
In the first two quarters 2018, approximately 95% of the Group's trade receivables were secured with insurance. In the event of insolvency of customers who have insurance coverage, compensation is paid by the insurer. Each customer has a trade credit limit (usually covered by an insurance limit). The Group did not incur any significant losses due to customer default. Allowances for impairment losses are recognized on uninsured receivables and on amounts corresponding to the Group's deductibles for receivables that are insured, based on detailed impairment analysis of accounts receivable.
The carrying amount of each financial asset, including financial derivatives, represents the maximum credit risk exposure.
The Group holds funds in bank accounts and has liabilities under bank borrowings and TLB. The interest rate risk is related to interest payments with floating interest rates. The Group does not hedge the interest rate risk for the time being. The Group monitors the level of interest costs on a regular basis.
The Group is exposed to currency risk mainly due to the extent that there is a mismatch between the currencies in which trade transactions, purchases of materials and merchandise and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of Group companies is primarily the Euro (EUR) and Polish zloty (PLN). The main currencies in which foreign currency transactions are denominated are Euro, US dollars and pound sterling (GBP). However, foreign exchange gains or losses resulting from exchange rate fluctuations mostly offset each other (natural hedging).
The Group also incurs capital expenditures in foreign currencies. The Group monitors its foreign currency positions on an ongoing basis and hedges its currency risk of open positions with forward transactions. The Group uses forward contracts to hedge its currency risk related to commercial transactions (export of goods). The forward contracts used to hedge the Group's commercial transactions in Core East consist of the sale of EUR at a pre-determined rate. This helps to secure margins on export sales and to mitigate the risk of adverse changes of the margins due to appreciation of the Polish zloty. Forward contracts are measured at the end of each month.
Parent and subsidiaries companies are protected against any material cash-flow disruptions thanks to credit facilities available at any time. Material cash-flow disruptions are also unlikely due to customer diversification. All extraordinary expenditure is always planned well ahead and accounted for in the liquidity management process.
The Group monitors its liquidity on an ongoing basis, both with respect to short-term liquidity and long-term liquidity.
Further to contribution in-kind of Operational Activity to Pfleiderer Grajewo Sp. z o.o. executed on 31 August 2016, credit risk is limited due to the fact that the Company does not perform any operating activity and does not have any trade receivables, with exception to the intercompany receivables.
The credit risk exposure of the Company relates mostly to the loans granted to its subsidiary, Pfleiderer MDF Grajewo Sp. z o.o. in the amount of PLN 28 862 thousand.
The currency risk of the Company is mainly related to the euro denominated loans from subsidiary, drawn to finance buy backs of own shares (EUR 26 253 thousand and EUR 9 124 thousand), and other finance liabilities related to obligation taken over from Atlantik SA (EUR 126 049 thousand).
The Company is not exposed to any material price risk associated with financial instruments.
The Company is protected against any material cash-flow disruptions thanks to credit facilities available at any time. All extraordinary expenditure is always planned well ahead and accounted for in the liquidity management process.
The Company monitors its liquidity on an ongoing basis, both with respect to short-term liquidity and long-term liquidity (a few years forward).
OF THE PFLEIDERER GROUP S.A. AND THE GROUP FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2018
MANAGEMENT BOARD INTERIM CONDENSED CONSOLIDATED REPORT ON THE OPERATIONS
| Number of shares |
% of equity | Number of votes an GM |
Percentage of votes on GM |
|
|---|---|---|---|---|
| Strategic Value Partners LLC | 19 183 149 | 29,65% | 19 183 149 | 29,65% |
| Atlantik S.A. | 12 474 561 | 19,28% | 12 474 561 | 19,28% |
| Aviva OFE Aviva BZ WBK | 6 241 000 | 9,65% | 6 241 000 | 9,65% |
| Treasury shares (*) | 5 396 933 | 8,34% | 5 396 933 | 8,34% |
| Other shareholders | 21 405 364 | 33,08% | 21 405 364 | 33,08% |
| TOTAL | 64 701 007 | 100,00% | 64 701 007 | 100,00% |
According to the latest available information
(*) In accordance with article 364 Paragraph 2 of the Commercial Companies Code the Company does not execute the shareholding rights attached to the treasury shares, except for the right to transfer the shares or perform the actions aiming at preserving the shareholding rights.
In accordance with the notifications received from shareholders, the following transactions took place in 2018 involving shares in Pfleiderer Group S.A.:
On 15 February 2018, the Company received a notification from its shareholder Nationale Nederlanden OFE on the sale of the Company's shares as part of the share repurchase program announced by the Company. Following the settlement of the transaction, Nationale Nederlanden OFE holds 3 102 115 shares in the Company, representing 4.79% of its share capital and entitling the holder to 3 102 115 votes at the Company's General Meeting of Shareholders, or 4.79% of the total number of votes at the Company's General Meeting of Shareholders.
On 24 August 2018 the Company purchased 7 543 268 treasury shares, representing approximately 11.66% of the share capital. The purchase of the treasury shares was concluded based on an invitation to submit offers for the sale of the shares in the Company announced by the Company on 4 August 2018. The purchase price for the treasury shares amounted to PLN 40 per one share. The total price for all of the purchased shares amounted to PLN 301 730 720. The treasury shares were purchased in connection with the implementation of the treasury share repurchase programme approved under the resolution no. 24 of the Company's Annual General Meeting of the Shareholders dated 11 June 2018.
Pursuant to the resolution no. 24 of the Ordinary General Meeting of Shareholders of the Company dated 11 June 2018, the shares purchased under the programme may be: (i) redeemed; or (ii) otherwise disposed of by the Management Board of the Company, subject to a consent of the Supervisory Board, with a view to the needs resulting from the Company's business.
Prior to the above described acquisition of the treasury shares, which took place on 24 August 2018, the Company held 5 396 933 treasury shares representing approximately 8.34% of the share capital.
The total number of treasury shares purchased by the Company at the date of publication of this report is 12 940 201. The total nominal value of all purchased treasury shares is PLN 4 270 266.33, representing approximately 20% of the Company's share capital. The purchased treasury shares entitle the holder thereof to a total of 20% of the votes at the general meeting of the Company, which represents 20% of the overall number of votes in the Company, provided that the Company does not exercise the voting rights attached to the treasury shares.
| Number of shares |
% of equity | Number of votes an GM |
Percentage of votes on GM |
|
|---|---|---|---|---|
| Strategic Value Partners LLC | 19 183 149 | 29,65% | 19 183 149 | 29,65% |
| Atlantik S.A. | 12 474 561 | 19,28% | 12 474 561 | 19,28% |
| Aviva OFE Aviva BZ WBK | 6 241 000 | 9,65% | 6 241 000 | 9,65% |
| Treasury shares | 12 940 201 | 20,00% | 12 940 201 | 20,00% |
| Other shareholders | 13 862 096 | 21,42% | 13 862 096 | 21,42% |
| TOTAL | 64 701 007 | 100,00% | 64 701 007 | 100,00% |
According to the information from last General Meeting of Shareholders
At the end of November 2015, the Management Board revised its dividend policy. It assumes that, starting from the financial year ended 31 December 2016, the Company, after fulfilling the legal requirements and depending on market conditions, will allocate up to 70% of consolidated net profit for dividend payment.
At 11 May 2018 the Management Board adopted a resolution on a motion of the Management Board to General Meeting of Shareholders concerning distribution of the Company's profit for year 2017 and recommended assigning PLN 71 164 888.80 for payment of the dividend amounting to PLN 1.20 per share. The above motion was positively opined by the Supervisory Board of the Company on 15 May 2018.
The Ordinary General Meeting of Shareholders of the Company resolved on 11 June 2018 to allocate the net profit for the period from 1 January to 31 December 2017, amounting in total to PLN 415 542 thousand, as follows:
a) in the amount of PLN 71 164 888.80, i.e. PLN 1.20 per share, to the payment of dividends to the Company's shareholders,
b) the remaining amount to the Company's supplementary capital.
The Ordinary General Meeting of Shareholders of the Company set the date used to prepare the list of shareholders eligible to receive the above dividend (record date) for 17 June 2018. The dividend payment date was set for 11 July 2018.
As of 17 June 2018 the Company held 5 396 933 treasury shares. Pursuant to Article 364 Paragraph 2 of the Commercial Companies Code the Company did not receive any dividends as the holder of the above mentioned treasury shares.
In order to meet the strictest information governance requirements for public companies and fulfil the information needs of various stakeholders, Pfleiderer Group S.A. undertakes numerous investor relations activities to ensure efficient communication with the representatives of the capital markets. What's important, Pfleiderer Group S.A. takes active and open approach to communications with both institutional and retail investors.
In HY1 2018, Pfleiderer Group S.A. held investor meetings in Poland and abroad to discuss its financial results, key developments and accomplishments and to outline the company's growth perspectives. The events gathered a number of capital market professionals, including analysts and fund managers, as well as journalists. To enable them to fully understand the company's business and growth potential, the Group provides accurate and high quality IR materials, including factsheet, press releases, presentations and reports.
What's more, Pfleiderer Group S.A. fully grasps the potential of new digital communications tools to reach a large group of investors based not only in Poland, but also in the DACH region (Germany, Austria, Switzerland) and beyond. For instance, Pfleiderer Group S.A. broadcasted live the conferences devoted to its earnings, so every investor and other stock market observers could watch the events online from any location. By doing so, the Group gives current and prospective investors an opportunity to learn from the management team about the latest financial results and stay abreast of important developments in Pfleiderer Group S.A. and its plans for the future.
In the first six months of 2018, brokerage houses released two analytical reports on Pfleiderer Group.
| Target price (PLN) | Recommendation | Share price on the date of the report (PLN) |
Institution | Date |
|---|---|---|---|---|
| 44.1 | Buy | 37.0 | Dom Maklerski BZ WBK S.A. | 07.06.2018 |
| 47.9 | Buy | 37.5 | Dom Maklerski BDM S.A. | 27.03.2018 |
| 43.0 | Accumulate | 37.8 | Erste Group Research | 23.02.2018 |
| Institution | Analyst | Contact details | ||
|---|---|---|---|---|
| BZ WBK | Michał Sopiel | +48 22 586 82 33 | ||
| [email protected] | ||||
| BDM | Krystian Brymora | +48 32 208 14 35 | ||
| [email protected] | ||||
| Erste Group Research | Karol Brodzinski | +48 22 538 62 52 | ||
| [email protected] |
OF THE PFLEIDERER GROUP S.A. AND THE GROUP FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2018
MANAGEMENT BOARD INTERIM CONDENSED CONSOLIDATED REPORT ON THE OPERATIONS
As at the date of this Report, the Management Board's members held the following number of Pfleiderer Group shares:
• President of the Management Board Tom K. Schäbinger – 16 250 shares.
The nominal value of each share is PLN 0.33.
Other Members of the Pfleiderer Group Management and Supervisory Board did not hold any shares in the Parent.
| Supervisory Board | |
|---|---|
| Zbigniew Prokopowicz | Chairman of the Supervisory Board |
| Michael F. Keppel | Deputy Chairman of the Supervisory Board |
| Jason R. Clarke | Deputy Chairman of the Supervisory Board |
| Florian Kawohl | Member of the Supervisory Board |
| Anthony O'Carroll | Member of the Supervisory Board |
| Krzysztof Sędzikowski | Member of the Supervisory Board |
| Jan Woźniak | Member of the Supervisory Board |
The present term of the Supervisory Board began on 11 June 2018 and will expire on 28 June 2023.
The tenures of all the Supervisory Board members incumbent as at 30 June 2018 will expire at the latest on the date of holding the General Meeting which will approve the financial statements for the last full fiscal year during which they held the positions of Supervisory Board members, i.e., on the day of adoption of the resolution on the approval of financial statements for the fiscal year ended 31 December 2022. The tenure of a Supervisory Board member also expires in the event of death, resignation or of being recalled from the Supervisory Board. The tenure of a Supervisory Board members appointed before the end of the given term will expire simultaneously with the tenures of the remaining Supervisory Board members.
Ordinary General Meeting of Shareholders on 11 June 2018 appointed to the Supervisory Board for the new term of office the following persons: Zbigniew Prokopowicz, Michael F. Keppel, Jason R. Clarke, Florian Kawohl, Anthony O'Carroll, Krzysztof Sedzikowski and Jan Woźniak. On 11 June 2018 the Supervisory Board appointed Zbigniew Prokopowicz the Chairman of the Supervisory Board and Michael F. Keppel and Jason R. Clarke the Deputies Chairman of the Supervisory Board.
TOM K. SCHӒBINGER PRESIDENT OF THE MANAGEMENT BOARD
DIRK HARDOW MEMBER OF THE MANAGEMENT BOARD
DR. NICO REINER MEMBER OF THE MANAGEMENT BOARD
Mr. Tom K. Schäbinger (born in 1962) is a graduate of the Vienna University of Economies & Business (in 1989 he graduated in Studies of Business Administration) and Secondary School for Mechanical Engineering in St. Pölten (in 1982 he graduated with distinction as Engineer (Ingenieur)). Mr. Tom K. Schäbinger has been working as CEO for Bundy Refrigeration Group (cooling technology provider) since 2015 and has been managing partner of TS TRUST GmbH (a capital investment company) since 2014. Between 1998 and 2014 he held several positions in Mondi Europe and International (formerly known as Frantschach – a packaging and paper group with global operations), including several positions as Chief Executive Officer. Previously, Mr. Tom K. Schäbinger worked in various management positions including at Unilever and at Beiersdorf.
Mr. Dirk Hardow (born in 1965) is a graduate of the Technical Univeristy of Hamburg, where in 1993 he graduated in Industrial Engineering & Management ("Hochschulübergreifender Studiengang Wirtschaftsingenieur"). Since 2011 Mr. Dirk Hardow was associated with US corporation Owens – Illinois Inc. Within the Owens – Illinois Inc structures he was i.a. the Vice President of European Operations (August 2011 – May 2015) and since October 2013 he was the Vice – Chairman of the Board of Vetrerie Meridionali, a glass manufacturing company. Furthermore, since June 2015 Mr. Dirk Hardow was the General Manager for South East Europe, where he was responsible for the operations of 11 factories in Italy and Hungary. From October 2011 to April 2013 he was a Member of the Board of Directors of Maltha Groep BV, a glass recycling company. Previously, Mr. Dirk Hardow worked on the management positions i.a. at Cremer-Group, Rohm and Hass Company as well as H.B. Fuller Company.
Dr. Nico Reiner (born in 1969) graduated business administration at the University Regensburg, Germany. He obtained PhD title at the HHL – Leipzig Graduate School of Management. Since 2014 Dr. Reiner has been working as the CFO of AL-KO Kober SE, Germany, a globally active company specialized in vehicle technology, garden technology and air technology. Dr. Reiner has been holding a position of Member of Management Board, CFO of holding company of AL-KO Kober Group. In a period 2005 – 2014 Dr. Reiner was working as the CFO, Member of the Executive Board of Schueco International KG, a worldwide leading supplier of building envelopes, active in the market of windows, doors and facades. Earlier Dr. Reiner was working on managerial positions for Droege & Comp. GmbH, International Management Consultancy.
IVO SCHINTZ MEMBER OF THE MANAGEMENT BOARD
Mr. Ivo Schintz (born in 1957) is Dutch. He completed National Agricultural College in Deventer in Netherlands with a title of Engineer and obtained International Management MBA title at Thunderbird School of Global Management in USA. Since 1997 Mr. Ivo Schintz has been working for Tarkett SA – a worldwide leader of innovative and sustainable flooring and sports surface solutions - in various management positions. Since 2004 Mr. Ivo Schintz has been holding a position of Vice President, member of executive committee of divison EMEA (Europe, Middle East, Africa) and since 2011 has been holding a position of Area Vice President for Central Europe activity. Previously, Mr. Ivo Schintz worked in various management positions including Philips Lighting BV and Dokkumer Vlagen Centrale BV.
On 27 February 2018 Mr. Richard Mayer submitted the resignation from the Management Board. The resignation of Mr. Richard Mayer took effect from 31 March 2018. The same day the Supervisory Board of the Company decided to appoint Dr. Nico Reiner to the Management Board of the Company as the Member of the Management Board (Chief Financial Officer). The appointment of Dr. Nico Reiner took effect from 1 April 2018.
On 31 July 2018, the Senior Facilities Agreement originally dated 13 April 2017 was amended and restated. The total amount of senior secured term loan B increased by EUR 95 million from EUR 350 million to EUR 445 million, the volume of the Revolving Credit Facilities remains unchanged. Final maturity dates within the senior facilities agreement remain unchanged.
After the reporting period Pfleiderer Deutschland GmbH received the letter from the insolvency administrator of Alno AG, former client of Pfleiderer, in which the insolvency administrator submitted the claims against Pfleiderer amounting to EUR 19 346 thousand. The insolvency administrator of Alno AG contests the payments resulting from the commercial contracts, made by Alno AG to Pfleiderer after 30 June 2014 until opening the insolvency proceeding on 1 October 2017, and requests the return of the payments in the above-mentioned amount by Pfleiderer to the insolvency administrator of Alno AG. The Management is currently verifying the legal basis and merits of the above described claims.
On 24 August 2018 the Company purchased 7 543 268 treasury shares. The treasury shares were purchased in connection with the implementation of the treasury shares repurchase programme approved under the resolution of the Company's Annual General Meeting of the Shareholders dated 11 June 2018. The total number of treasury shares purchased by the Company at the date of publication of this report is 12 940 201, representing approximately 20% of the Company's share capital.
There were no other events subsequent to the end of the reporting period that would require disclosure in this interim condensed consolidated report.
Pursuant to the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (consolidated text: Dz.U. of 2018, item 757), the Management Board of Pfleiderer Group S.A. (the Parent) represents that to the best of its knowledge the unaudited interim condensed consolidated and standalone financial statements for the period from 1 January to 30 June 2018 and the comparative data have been prepared in compliance with the applicable accounting policies and give a fair and clear view of the Pfleiderer Group S.A. Group's assets and financial results, and that the Management Board Report on the operations of Pfleiderer Group S.A. and the Group for the period from 1 January to 30 June 2018 gives a fair view of its development, achievements and standing, including a description of the key risks and threats.
Tom K. Schäbinger President of the Management Board
Dr. Nico Reiner Dirk Hardow Chief Financial Officer Chief Operating Officer
Member of the Management Board, Member of the Management Board,
Ivo Schintz
Member of the Management Board, Chief Commercial Officer
| FIGURE 1: PFLEIDERER GROUP ENTITIES 8 | |
|---|---|
| FIGURE 2: OPERATING STRUCTURE OF THE GROUP AS OF 30 SEPTEMBER 2018 9 | |
| FIGURE 3: PFLEIDERER STRATEGY – THE DIAMOND APPROACH 13 | |
| FIGURE 4: GDP GROWTH IN 2018 – est. (Y/Y IN %) 16 | |
| FIGURE 5: BUSINESS CLIMATE IN CONSTRUCTION – GERMANY 17 | |
| FIGURE 6: BUSINESS CLIMATE IN CONSTRUCTION – POLAND 17 | |
| FIGURE 7: MARKET SIZE DYNAMIC (VOLUME) – DACH 18 | |
| FIGURE 8: MARKET SIZE DYNAMIC (VOLUME) – POLAND 18 | |
| FIGURE 9: PRODUCTION CAPACITY IN EUROPE – TOP 10 PLAYERS x 1 000 m3 19 | |
| FIGURE 10: TOTAL CONSTRUCTION – DACH AND POLAND 20 | |
| FIGURE 11: TOTAL CONSTRUCTION – OTHER COUNTRIES 21 | |
| FIGURE 12: RESIDENTIAL AND NON-RESIDENTIAL CONSTRUCTION 22 | |
| FIGURE 13: SHAREHOLDING STRUCTURE 49 |
| TABLE 1: LIST OF THE GROUP'S ENTITIES WITH THEIR ACTIVITIES (AT THE TIME OF THE REPORT'S PUBLICATION): 10 | |
|---|---|
| TABLE 2: CAPEX 2018 – MAIN PROJECTS AT THE GROUP LEVEL 14 | |
| TABLE 3: REWARDS GIVEN TO PFLEIDERER GROUP IN 2017/2018 14 | |
| TABLE 4: AVERAGE YEARLY GROWTH OF CONSTRUCTION MARKET IN 2017-2019 19 | |
| TABLE 5: PRODUCTION VOLUMES OF MAIN PRODUCT GROUPS AT THE GROUP LEVEL 30 | |
| TABLE 6: PRODUCTION VOLUMES OF MAIN PRODUCT GROUPS IN BUSSINES SEGMENTS 30 | |
| TABLE 7: SALES VOLUMES BY PRODUCT GROUP AT THE GROUP LEVEL 30 | |
| TABLE 8: CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR HY1 2018 33 | |
| TABLE 9: CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2018 34 | |
| TABLE 10: CONSOLIDATED STATEMENT OF CASH FLOWS IN HY1 2018 35 | |
| TABLE 11: KEY FINANCIAL RATIOS DESCRIBING THE GROUP'S PERFORMANCE 36 | |
| TABLE 12: MARGINS 36 | |
| TABLE 13: STANDALONE STATEMENT OF PROFIT OR LOSS 38 | |
| TABLE 14: STANDALONE STATEMENT OF FINANCIAL POSITION 39 | |
| TABLE 15: STANDALONE STATEMENT OF CASH FLOWS 39 | |
| TABLE 16: PFLEIDERER GROUP S.A. SALES MARGINS 39 | |
| TABLE 17: RATINGS AWARDED TO PFLEIDERER GROUP 40 | |
| TABLE 18: BORROWINGS AND OTHER DEBT INSTRUMENTS 40 | |
| TABLE 19: FINANCINGS CORE EAST (EXLUDING FACTORING AND OPERATING LEASES) 42 | |
| TABLE 20: FINANCINGS CORE WEST (EXLUDING FACTORING AND OPERATING LEASES) 43 | |
| TABLE 21: SHAREHOLDER STRUCTURE AS OF 30 JUNE 2018 48 | |
| TABLE 22: SHAREHOLDER STRUCTURE AS OF 30 SEPTEMBER 2018 49 | |
| TABLE 23: RECOMMENDATIONS FOR PFLEIDERER GROUP IN HY1 2018 50 | |
| TABLE 24: INSTITUTIONS ISSUING RECOMMENDATIONS FOR PFLEIDERER GROUP IN HY1 2018 50 | |
| TABLE 25: THE COMPOSITION OF THE SUPERVISORY BOARD AS AT 30 JUNE 2018 52 | |
| TABLE 26: THE COMPOSITION OF THE PFLEIDERER GROUP S.A. MANAGEMENT BOARD AS AT 30 JUNE 2018 53 |
Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. al. Jana Pawła II 22 00-133 Warszawa Polska
Tel.: +48 22 511 08 11 Fax: +48 22 511 08 13 www.deloitte.com/pl
We have reviewed the accompanying interim condensed consolidated financial statements of Pfleiderer Group (hereinafter: the "Group"), for which Pfleiderer Group S.A. with its registered office in Wrocław, Strzegomska 42 AB is the Parent (hereinafter: the "Parent"), comprising: the condensed consolidated statement of financial position prepared as at 30 June 2018, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows for the period from 1 January 2018 to 30 June 2018 and selected explanatory notes ("interim condensed consolidated financial statements").
The Management Board of the Parent is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard 34 "Interim Financial Reporting" announced in the form of Commission Regulations.
Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
We conducted our review in accordance with National Standard on Review Engagements 2410 in line with the wording of International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" adopted by Resolution No. 2041/37a/2018 of the National Council of Statutory Auditors of 5 March 2018.
A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with National Standards on Auditing in line with the wording of International Standards on Auditing adopted by Resolution No. 2041/37a/2018 of the National Council of Statutory Auditors of 5 March 2018 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on these interim condensed consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting" announced in the form of Commission Regulations.
Auditor conducting the review on behalf of Deloitte Audyt spółka z ograniczoną odpowiedzialnością sp. k. — entity entered under number 73 on the list of auditors kept by the National Council of Statutory Auditors:
Marcin Diakonowicz Certified auditor No. 10524
Warsaw, 30 September 2018
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/pl/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.
Member of Deloitte Touche Tohmatsu Limited
District Court for the city of Warsaw, XII Business Division of the National Court Register, KRS No. 0000446833, NIP: 527-020-07-86, REGON: 010076870
This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original should be referred to in matters of interpretation.
| MANAGEMENT BOARD'S STATEMENT 3 | |
|---|---|
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 4 | |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME 5 |
|
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7 | |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 9 | |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10 |
Pursuant to the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated 29 March 2018 (consolidated text: Official Journal from 2018, item 757), the Management Board of Pfleiderer Group S.A. (the Parent) represents that to the best of its knowledge the unaudited interim condensed consolidated and standalone financial statements for the period from 1 January to 30 June 2018 and the comparative information have been prepared in compliance with the applicable accounting policies and give a true and fair view of the Pfleiderer Group S.A. Group's assets and financial results, and that the interim condensed Management Board report on the operations of the Pfleiderer Group S.A. and the Group for the period from 1 January to 30 June 2018 gives a fair view of its development, achievements and standing, including a description of the key risks and threats.
Tom K. Schäbinger President of the Management Board
Dr. Nico Reiner Dirk Hardow Member of the Management Board, Member of the Management Board, Chief Financial Officer Chief Operating Officer
Ivo Schintz Member of the Management Board, Chief Commercial Officer
Wrocław, 30 September 2018
(all amounts in EUR thousand)
| ASSETS | |||
|---|---|---|---|
| '000 EUR | Notes | 30 Jun. 2018 | 31 Dec. 2017 |
| Property, plant and equipment | 7. | 533 164 | 554 279 |
| Intangible assets | 80 640 | 82 907 | |
| Goodwill | 66 379 | 67 541 | |
| Long term investments | 509 | 511 | |
| Investment property | 812 | 850 | |
| Deferred tax assets | 6 382 | 6 471 | |
| Advances paid on fixed assets | 7. | 16 258 | 9 877 |
| Government grants receivables | 5 034 | 5 275 | |
| Other non-current assets | 3 | 3 | |
| Non-current assets | 709 181 | 727 714 | |
| Inventories | 10. | 104 077 | 96 301 |
| Trade and other receivables | 9. | 57 685 | 35 673 |
| Income tax receivable | 1 396 | 244 | |
| Cash and cash equivalents | 50 111 | 83 845 | |
| Fair value of hedging instruments | 0 | 380 | |
| Other short term financial assets | 256 | 326 | |
| Current assets | 213 525 | 216 769 | |
| Total assets | 922 706 | 944 483 | |
| LIABILITIES AND EQUITY |
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 | |
|---|---|---|---|
| Share capital | 6 692 | 6 692 | |
| Share premium | 146 375 | 146 375 | |
| Statutory reserve funds | 149 574 | 87 281 | |
| Reserves | -12 634 | -10 330 | |
| Retained earnings | -81 973 | 9 884 | |
| Total equity attributable to owners of the Company | 11. | 208 034 | 239 902 |
| Total equity | 208 034 | 239 902 |
| Liabilities | |||
|---|---|---|---|
| Loans and borrowings | 12. | 337 239 | 336 155 |
| Provisions for employee benefits | 52 513 | 53 389 | |
| Provisions | 13. | 1 274 | 1 453 |
| Deferred tax liabilities | 61 242 | 65 625 | |
| Deferred income from government grants | 8 147 | 8 807 | |
| Other non-current liabilities | 18 | 18 | |
| Non-current liabilities | 460 433 | 465 447 | |
| Loans and borrowings | 12. | 2 556 | 2 529 |
| Income tax payable | 19 585 | 15 734 | |
| Trade and other payables | 14. | 188 640 | 182 968 |
| Employee related payables | 27 585 | 21 794 | |
| Provisions | 13. | 15 040 | 15 555 |
| Fair value hedging instruments | 304 | 0 | |
| Deferred income from government grant | 529 | 554 | |
| Current liabilities | 254 239 | 239 134 | |
| Total liabilities | 714 672 | 704 581 | |
| Total equity and liabilities | 922 706 | 944 483 |
| 1 J an . - |
1 J an . - |
1 A pr. - |
1 A pr. - |
||
|---|---|---|---|---|---|
| '00 0 E UR |
No tes |
30 Ju 20 18 n. |
30 Ju 20 17 n. |
30 Ju 20 18 n. |
30 Ju 20 17 n. |
| Re ve nu e |
53 3 1 83 |
50 6 0 29 |
26 4 4 14 |
25 3 6 19 |
|
| Co f s les st o a |
0 4 02 -41 |
-38 6 3 75 |
-20 4 3 27 |
-19 3 5 64 |
|
| f it o les Pro n s a |
12 2 7 81 |
11 9 6 54 |
60 08 7 |
60 05 5 |
|
| Ot he ing in rat r o pe co me |
4 3 35 |
10 02 5 |
96 1 7 |
5 8 38 |
|
| bu Dis tri tio n e xp en ses |
-66 16 8 |
-69 04 6 |
-32 81 5 |
-34 66 0 |
|
| l an d a dm Ge ini ati str ne ra ve ex pe nse s |
-25 81 5 |
-26 07 2 |
-13 11 7 |
-13 42 8 |
|
| Ot he ing rat r o pe ex pe nse s |
-3 24 6 |
26 6 -5 |
-2 05 3 |
-94 8 |
|
| lt fro ing iv it ies Re t t su m op era ac |
31 88 7 |
29 29 5 |
13 89 8 |
16 85 7 |
|
| Fin cia l in an co me |
74 | 10 22 7 |
46 | 9 4 28 |
|
| l ex Fin cia an pe nse s |
-10 85 5 |
-22 50 2 |
-5 49 2 |
-15 15 2 |
|
| ha di f fer Exc ng e en ces |
-7 56 9 |
8 2 62 |
-6 19 1 |
34 2 |
|
| f ina ing Ne t st nc co |
6. | -18 35 0 |
-4 01 3 |
-11 63 7 |
-5 38 2 |
| f it be for Pro e t ax |
13 53 7 |
25 28 2 |
2 2 61 |
11 47 5 |
|
| Inc e t om ax ex pe nse |
8. | -7 76 6 |
-6 66 4 |
-3 82 5 |
-3 21 7 |
| fit for he rtin eri d Ne t p t ro re po g p o |
5 7 71 |
18 61 8 |
56 -1 4 |
8 2 58 |
(all amounts in EUR thousand)
64 701 007 59 304 074 64 701 007
| OT HE R C OM PR EH EN SIV E I NC OM E |
1 J | an . - |
1 J an . - |
1 A pr. - |
1 A pr. - |
|---|---|---|---|---|---|
| 30 Ju n. |
20 18 |
30 Ju 20 17 n. |
30 Ju 20 18 n. |
30 Ju 20 17 n. |
|
| f re Ac ria l ga ins d los lat d t tua t o an ses ne e ax |
0 | 1 5 03 |
0 | 12 5 |
|
| Inc tiv en e p rog ram me |
37 6 |
0 | 20 8 |
0 | |
| ha di f fer lat ion tio f t he Gr Exc tr to nta ng e en ces on an s pr ese n c urr en cy o ou p |
-2 12 0 |
98 | 9 -1 55 |
65 9 -1 |
|
| ha i l l n be las i f ie d s bse ly f it o los Ite t t w ot t to ms re c s u qu en pro r s |
-1 74 4 |
1 6 01 |
-1 35 1 |
-1 53 4 |
|
| h f low he dg f fec f c ha fai lue lat d t Ca tiv ion in ort t to s e - e e p o ng es r v a ne re e ax |
-76 7 |
1 4 03 |
-12 3 |
92 3 |
|
| h f low he dg ha f fai lue las fie d t fit Ca si t c t y s e - ne ng e o r v a re c o c urr en ea r p ro or los f ta et s n o x |
20 7 |
-43 1 |
-11 8 |
-28 1 |
|
| ha be las i f ie d s bse ly f it o los Ite t t a t to ms re or ma y re c s u qu en pro r s |
-56 0 |
97 2 |
-24 1 |
64 2 |
|
| OT HE R C OM PR EH EN SIV E I NC OM E |
-2 30 4 |
2 5 73 |
-1 59 2 |
-89 2 |
|
| l co he for he d To ive inc io ta t mp re ns om e pe r |
3 4 67 |
21 19 1 |
-3 15 6 |
7 3 66 |
|
| fit for he d a bu b le t Pro rio i t ttr ta pe o: |
|||||
| ha ho l de f t he S Co re rs o mp an y |
5 7 71 |
18 61 8 |
-1 56 4 |
8 2 58 |
|
| fit for he rio d Pro t pe |
5 7 71 |
18 61 8 |
-1 56 4 |
8 2 58 |
|
| l co he nsi inc i bu b le t To ta ttr ta mp re ve om e a o: |
|||||
| S ha ho l de f t he Co re rs o mp an y |
3 4 67 |
21 19 1 |
-3 6 15 |
7 3 66 |
|
| l co he for he d To nsi inc rio ta t mp re ve om e pe |
3 4 67 |
21 19 1 |
-3 15 6 |
7 3 66 |
|
| f s f t (ex ) Nu be ha he d o he rtin eri d lu din ha at t tre m r o res en re po g p o c g asu ry s res |
59 30 |
4 0 74 |
64 70 1 0 07 |
59 30 4 0 74 |
64 70 1 0 07 |
| be f s ha du he d (ex lu din ha ) Av rin rtin eri t tre era ge nu m r o res g re po g p o c g asu ry s res |
59 74 |
7 2 21 |
64 70 1 0 07 |
59 30 4 0 74 |
64 70 1 0 07 |
| sic rni ha Ba ea ng s p er s re |
0.1 0 |
0.2 9 |
-0. 03 |
0.1 3 |
|
| lut d e ha Di ing e arn s p er s re |
0.1 0 |
0.2 9 |
-0. 03 |
0.1 3 |
|
| Jan . 1 - |
Jan . 1 - |
Ap r. 1 - |
Ap r. 1 - |
||
| hte d-a be f o din ha (ex lu din ha ) We ig tre ve rag e n um r o r ary s res c g asu ry s res |
da ys |
Jun . 3 0, 20 18 |
Jun . 3 0, 20 17 |
Jun . 3 0, 20 18 |
Jun . 3 0, 20 17 |
| f t he d Be inn ing rtin eri g o re po g p o |
37 | 61 46 5 9 57 |
64 70 1 0 07 |
59 30 4 0 74 |
64 70 1 0 07 |
| ha bu ba k I ( ) S 7.0 2.2 01 8 res c y- |
20 | -2 15 0 8 83 |
n.a | n.a | n.a |
| ha bu ba k I ( ) S I 28 .02 .20 18 res y- c |
12 4 |
-11 00 0 |
n.a | n.a | n.a |
| d o f t he d En rtin eri re po g p o |
59 30 4 0 74 |
64 70 1 0 07 |
59 30 4 0 74 |
64 70 1 0 07 |
The notes are an integral part of these consolidated financial statements
Average number of shares 59 747 221
For the six month period ended 30 June 2018:
| '00 0 E UR |
ha S re ita l ca p |
ha S re mi pre um |
Re ve for ser ow n ha s res |
Sta tut ory res e fun erv ds |
Re - va lua tio n res erv e |
ha Exc ng e rat e di f fer en ces |
Inc tiv en ro- gra e p mm e |
l Ac ria tua d los ins ga an ses |
h f low Ca s he dg es |
d Re tai ne rni ea ng s |
TO TA L |
|---|---|---|---|---|---|---|---|---|---|---|---|
| As 1 Jan . 2 01 8 at |
6 6 92 |
14 6 3 75 |
60 39 5 |
26 88 6 |
14 5 |
-7 98 7 |
45 | -2 86 7 |
33 4 |
9 8 84 |
23 9 9 02 |
| Co he ive inc for he io d t mp re ns om e pe r |
|||||||||||
| fit Ne t p ro |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5 7 71 |
5 7 71 |
| he he Ot nsi in r c om pre ve co me |
0 | 0 | 0 | 0 | 0 | -2 12 0 |
37 6 |
0 | -56 0 |
0 | -2 30 4 |
| l co he nsi inc for he rio d To ta t mp re ve om e pe |
0 | 0 | 0 | 0 | 0 | -2 12 0 |
37 6 |
0 | -56 0 |
5 7 71 |
3 4 67 |
| h o d Tra ion it ise in ity ct nsa s w wn ers re cog n eq u |
|||||||||||
| fer f p f 2 fit fun ds Tra 01 7 n art et to ns o o pro res erv e |
0 | 0 | 0 | 80 90 9 |
0 | 0 | 0 | 0 | 0 | -80 90 9 |
0 |
| fer f p f st fun for Tra d t art atu tor ns o o y r ese rve o r ese rve ha ow n s res |
83 19 4 |
-83 19 4 |
0 | ||||||||
| Div i de d n |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -16 9 71 |
-16 9 71 |
| ha ha Ow n s res pu rc se |
0 | 0 | -18 61 6 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | -18 61 6 |
| l tr tio wi h o ise d i ity To ta t an sac ns wn ers re co gn n e qu |
0 | 0 | 64 8 57 |
-2 28 5 |
0 | 0 | 0 | 0 | 0 | -97 62 8 |
-35 33 5 |
| As 30 Ju 20 18 at n. |
6 6 92 |
14 6 3 75 |
12 4 9 73 |
24 60 1 |
14 5 |
-10 10 7 |
42 1 |
-2 86 7 |
-22 6 |
-81 97 3 |
20 8 0 34 |
(all amounts in EUR thousand)
For the six month period ended 30 June 2017:
| '00 0 E UR |
ha S re l ita ca p |
ha S re mi pre um |
Re ve for ser ow n ha s res |
Sta tut ory res e fun erv ds |
Re - va lua tio n res erv e |
ha Exc ng e rat e di f fer en ces |
l Ac ria tua d los ins ga an ses |
h f low Ca s he dg es |
d Re tai ne rni ea ng s |
TO TA L |
|---|---|---|---|---|---|---|---|---|---|---|
| As 1 Jan . 2 01 7 at |
6 6 92 |
14 6 3 75 |
32 73 4 |
59 06 7 |
14 5 |
-8 05 4 |
-5 32 1 |
-70 7 |
40 32 4 |
27 1 2 55 |
| Co he ive inc for he io d t mp re ns om e pe r |
||||||||||
| fit Ne t p ro |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 18 61 8 |
18 61 8 |
| he he Ot nsi in r c om pre ve co me |
0 | 0 | 0 | 0 | 0 | 98 | 1 5 03 |
97 2 |
0 | 2 5 73 |
| l co he for he d To nsi inc rio ta t mp re ve om e pe |
0 | 0 | 0 | 0 | 0 | 98 | 1 5 03 |
97 2 |
18 61 8 |
21 19 1 |
| h o d Tra ion it ise in ity ct nsa s w wn ers re cog n eq u |
||||||||||
| fer f p f st fun d t for Tra art atu tor ns o o y r ese rve o r ese rve ha ow n s res |
0 | 0 | 32 18 1 |
-32 18 1 |
0 | 0 | 0 | 0 | 0 | 0 |
| fer f p f 2 fit for Tra 01 6 n art et to ns o o pro res erv e ow n |
||||||||||
| ha s res |
0 | 0 | 31 12 3 |
0 | 0 | 0 | 0 | 0 | -31 12 3 |
0 |
| de d Div i n |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -16 45 6 |
-16 45 6 |
| l tr h o d i To tio wi ise ity ta t an sac ns wn ers re co gn n e qu |
0 | 0 | 63 30 4 |
-32 18 1 |
0 | 0 | 0 | 0 | -47 57 9 |
-16 45 6 |
| As 30 Ju 20 17 at n. |
6 6 92 |
14 6 3 75 |
96 03 8 |
26 88 6 |
14 5 |
-7 95 6 |
-3 81 8 |
26 5 |
11 36 3 |
27 5 9 90 |
| 1 Jan. - | 1 Jan. - | |
|---|---|---|
| '000 EUR | 30 Jun. 2018 | 30 Jun. 2017 |
| Net profit for the reporting period | 5 771 | 18 618 |
| Depreciation and amortisation | 37 514 | 36 846 |
| Foreign exchange gains | 7 569 | -8 262 |
| Interest for the period | 10 989 | 12 706 |
| Profit on investing activities | -26 | 11 |
| Income tax disclosed in profit or loss of the period | 7 766 | 6 664 |
| Amortisation of government grants | -177 | -421 |
| Result on forward contracts | -207 | -431 |
| Increase in exchange differences on translating foreign operations | -1 547 | 457 |
| Changes in | ||
| trade and other receivables | -21 709 | -24 428 |
| inventories | -9 459 | -8 474 |
| trade and other payables | 4 825 | 10 135 |
| employee benefit obligations | -1 561 | -681 |
| provisions | -680 | -1 035 |
| Cash generated from operating activities | 39 068 | 41 705 |
| Income tax (paid)/received | -9 268 | -3 574 |
| Net cash provided by operating activities | 29 800 | 38 131 |
| Net cash used in investing activities | ||
| Disposal of property, plant and equipment | 61 | 18 |
| Interest received | 74 | 52 |
| Acquisition of intangible assets and property, plant and equipment | -35 832 | -22 759 |
| Net cash used in investing activities | -35 697 | -22 689 |
| Net cash used in financing activities | ||
| Repayment of borrowings and other debt instruments | 0 | -405 |
| Share buy-back | -18 609 | 0 |
| Interest paid | -7 039 | -15 814 |
| Other financing activities | -2 189 | 0 |
| Net cash used in financing activities | -27 837 | -16 219 |
| Total cash flows | -33 734 | -777 |
| Decrease/Increase in cash | -33 734 | -777 |
| Cash at beginning of the period | 83 845 | 97 726 |
| Cash at the end of the period | 50 111 | 96 949 |
| 1. | GENERAL INFORMATION 11 | |
|---|---|---|
| 2. | STRUCTURE OF THE GROUP 12 | |
| 3. | BASIS OF PREPARATION 13 | |
| 4. | OPERATING SEGMENTS 14 | |
| 5. | SEASONALITY OF OPERATIONS 16 | |
| 6. | FINANCIAL INCOME AND COSTS 16 | |
| 7. | PROPERTY, PLANT AND EQUIPMENT 16 | |
| 8. | INCOME TAX EXPENSE 17 | |
| 9. | TRADE AND OTHER RECEIVABLES 17 | |
| 10. | INVENTORIES 18 | |
| 11. | EQUITY 18 | |
| 12. | BORROWINGS AND OTHER DEBT INSTRUMENTS 20 | |
| 13. | PROVISIONS 23 | |
| 14. | TRADE AND OTHER PAYABLES 23 | |
| 15. | FINANCIAL INSTRUMENTS 24 | |
| 16. | SECURITIES 25 | |
| 17. | CONTINGENT LIABILITIES 27 | |
| 18. | SIGNIFICANT RELATED PARTY TRANSACTIONS 29 | |
| 19. | EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD 31 |
Pfleiderer Group S.A. (the "Company"; the "Parent") is a company domiciled in Poland, which shares are publicly traded. The Company, until 30 September 2016, acted under the business name of Pfleiderer Grajewo S.A.
The Company was registered by the District Court of Białystok, XII Commercial Division of the National Court Register, under entry No. KRS 0000011422.
The Company's registered office is at Strzegomska 42AB Street, Wrocław, Poland. Until 30 September 2016, the Company's registered office was at 1 Wiórowa Street, Grajewo.
In accordance with the Polish Classification of Business Activities, the Parent Company's business is registered under No. 1621Z.
These consolidated financial statements of the Pfleiderer Group S.A. comprise the financial information of the Company and its subsidiaries (collectively the "Group"). They were authorized for issue by the Company's Management Board on 30 September 2018.
The Pfleiderer Group S.A. Group is primarily involved in manufacturing and veneering of wood and wood-based products and paper finishing, as well as domestic and foreign trade.
for the six month period ended 30 June 2018 (all amounts in EUR thousand)
The Pfleiderer Group consists of Pfleiderer Group S.A. and its subsidiaries (together "the Group" or "the Pfleiderer Group"). As of 30 June 2018, the Pfleiderer Group S.A. was the parent company with respect to the following subsidiaries:
| 30 Jun. | 31 Dec. | ||
|---|---|---|---|
| Eastern Europe | 2018 | 2017 | |
| Jura Polska Sp. z o.o. | Grajewo, Poland | 100% | 100% |
| Pfleiderer Grajewo Sp. z o.o. | Grajewo, Poland | 100% | 100% |
| Pfleiderer MDF Grajewo Sp. z o.o. | Grajewo, Poland | 100% | 100% |
| Pfleiderer Wieruszów Sp. z o.o. | Wieruszów, Poland | 100% | 100% |
| Pfleiderer Polska Sp. z o.o. | Wrocław, Poland | 100% | 100% |
| Pfleiderer Silekol Sp. z o.o. | Kędzierzyn-Koźle, Poland |
100% | 100% |
| Unifloor Sp. z o.o. (in liquidation) | Wieruszów, Poland | 100% | 100% |
| Western Europe | 30 Jun. 2018 |
31 Dec. 2017 |
|
| PCF GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Austria GmbH | Vienna, Austria | 100% | 100% |
| Pfleiderer Southeast Europe S.R.L. | Bucharest, Romania | 100% | 100% |
| Pfleiderer Deutschland GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Neumarkt GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Gütersloh GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Leutkirch GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Erwerbergesellschaft mbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Arnsberg GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Baruth GmbH | Neumarkt, Germany | 100% | 100% |
| Heller Holz GmbH | Neumarkt, Germany | 100% | 100% |
| JURA-Spedition GmbH | Neumarkt, Germany | 100% | 100% |
| Pfleiderer France S.A.S. | Reims, France | 100% | 100% |
| Pfleiderer Benelux B.V. | Deventer, Netherlands |
100% | 100% |
| Pfleiderer Suisse AG | Rapperswil, Switzerland |
100% | 100% |
| Pfleiderer UK Ltd. | Macclesfield, United Kingdom |
100% | 100% |
| Pfleiderer Vermögensverwaltung GmbH & Co. KG | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Infrastrukturtechnik GmbH & Co. KG (in insolvency) | Neumarkt, Germany | 100% | 100% |
| Pfleiderer Infrastrukturtechnik Verwaltungs-GmbH (in insolvency) | Düsseldorf, Germany | 100% | 100% |
| Allgäuer Holzindustrie und Imprägnierwerk Aulendorf GmbH (i.L.) | Aulendorf, Germany | 100% | 100% |
| Blitz 11-446 GmbH (in liquidation) | Neumarkt, Germany | 100% | 100% |
These interim condensed consolidated financial statements were prepared in accordance with the requirements of IAS 34 "Interim financial reporting" as adopted for use by the European Union and in the scope required under the Minister of Finance Regulation of 29 March 2018, on current and periodic information provided by issuers of securities and conditions of recognition as equivalent information required by the law of a non-member state (consolidated text: Official Journal 2018, item 757) (the "Regulation").
These interim condensed consolidated financial statements have been prepared in accordance with the accounting policies described in the audited consolidated financial statements of the Pfleiderer Group S.A. Group for the financial year ended 31 December 2017. These interim condensed consolidated financial statements do not contain all information required in annual financial statements; therefore, they should be read in conjunction with the Group's audited annual consolidated financial statements for the year ended 31 December 2017.
The Group intends to apply new standards, amendments to standards and interpretations that are published, but are not yet effective till the date of publishing this condensed consolidated interim financial statements, for the periods for which they are effective for the first time. Impact of new standards, amendments to standards and interpretations application on the Annual Consolidated Financial Statement for year 2017 was estimated in the Annual Consolidated Financial Statement in the note 3a.
These interim condensed consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments and investment properties, which are measured at fair value.
These interim condensed consolidated financial statements were prepared under the assumption that the Pfleiderer Group S.A. Group will continue to operate as a going concern for the foreseeable future.
These interim condensed consolidated financial statements are presented in Euro (EUR) and all amounts have been rounded to the nearest thousand ('000 EUR) unless stated otherwise.
The functional currency of the parent Company, Pfleiderer Group S.A. is the Polish Zloty. Nevertheless approximately twothird of the Group's revenues are generated by the West European segment in Euro and additionally a more than insignificant share of the Polish sales and sourcing is conducted in Euro as well. The Western European segment accounts for more than two-thirds of the Group's assets (such as tangible and intangible assets and inventories) and most of the group's liabilities. In view of the share of the Euro-denominated business and assets as well as liabilities, with effect from January 1, 2016 Pfleiderer Group selected the EUR as the presentation currency for its consolidated financial statements.
In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Any change in accounting estimates is recognised in the period in which such change occurred or in the current and future periods if the estimate change relates to both the current and future periods.
The Group reviews its assets on an ongoing basis and, if necessary, recognises impairment losses in profit or loss. Allowances are primarily recognised on trade receivables and inventories i.e. materials and finished goods. In addition, the Group reviews the useful life of fixed assets and factors influencing the recoverable amount of non-current assets.
The Group has determined two operating segments – Western Europe and Eastern Europe. Both are components of the Group that engage in business activities from which they earn revenues and incur expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker and for which discrete financial information is available.
Segment reporting is as follows:
For the six month period ended 30 June 2018:
| Western | Eastern | Others / | ||
|---|---|---|---|---|
| '000 EUR | Europe | Europe | Consolidation | Group |
| External revenues | 373 393 | 159 790 | 0 | 533 183 |
| Intersegment revenues | 10 803 | 39 274 | -50 077 | 0 |
| Profit/loss before income taxes | 14 251 | -901 | 187 | 13 537 |
| Net financing cost | 8 926 | 9 499 | -75 | 18 350 |
| Result from operating activities (EBIT) | 23 177 | 8 598 | 112 | 31 887 |
| Depreciation and amortisation | 27 508 | 10 057 | -51 | 37 514 |
| Segment earnings EBITDA | 50 685 | 18 655 | 61 | 69 401 |
| Cash and cash equivalents | -24 079 | -26 031 | -1 | -50 111 |
| Current financial liabilities | 2 556 | 0 | 0 | 2 556 |
| Non-current financial liabilities | 338 177 | 0 | -938 | 337 239 |
| Net debt | 316 654 | -26 031 | -939 | 289 684 |
| Receivables before factoring | 74 691 | 47 119 | 0 | 121 810 |
| Inventories | 65 681 | 38 396 | 0 | 104 077 |
| Liabilities | -65 087 | -49 143 | 0 | -114 230 |
| Net working capital before factoring | 75 285 | 36 372 | 0 | 111 657 |
| Segment capital expenditure | 18 261 | 8 995 | 0 | 27 256 |
| Property, plant and equipment | 367 486 | 165 678 | 0 | 533 164 |
| Intangible assets | 70 687 | 9 953 | 0 | 80 640 |
| Goodwill | 41 655 | 24 724 | 0 | 66 379 |
| Advances paid on fixed assets | 13 030 | 3 228 | 0 | 16 258 |
For the six month period ended 30 June 2017:
| Western | Eastern | Others / | ||
|---|---|---|---|---|
| '000 EUR | Europe | Europe | Consolidation | Group |
| External revenues | 357 906 | 148 123 | 0 | 506 029 |
| Intersegment revenues | 3 997 | 40 358 | -44 355 | 0 |
| Profit/loss before income taxes | 15 346 | 9 547 | 389 | 25 282 |
| Net financing cost | 7 747 | -3 735 | 1 | 4 013 |
| Result from operating activities (EBIT) | 23 093 | 5 812 | 390 | 29 295 |
| Depreciation and amortisation | 27 325 | 9 571 | -50 | 36 846 |
| Segment earnings EBITDA | 50 418 | 15 383 | 340 | 66 141 |
| Cash and cash equivalents | -84 852 | -11 733 | -364 | -96 949 |
| Current financial liabilities | 336 759 | 0 | 0 | 336 759 |
| Non-current financial liabilities | 0 | 0 | 0 | 0 |
| Net debt | 251 907 | -11 733 | -364 | 239 810 |
| Receivables before factoring | 76 104 | 46 930 | 0 | 123 034 |
| Inventories | 62 521 | 39 439 | 0 | 101 960 |
| Liabilities | -60 585 | -44 912 | 0 | -105 497 |
| Net working capital before factoring | 78 040 | 41 457 | 0 | 119 497 |
| Segment capital expenditure | 14 669 | 5 940 | 0 | 20 609 |
| Property, plant and equipment | 357 116 | 171 473 | 0 | 528 589 |
| Intangible assets | 77 452 | 9 760 | 0 | 87 212 |
| Goodwill | 41 655 | 25 586 | 0 | 67 241 |
| Advances paid on fixed assets | 9 493 | 954 | 0 | 10 447 |
(all amounts in EUR thousand)
Chipboard sales are subject to seasonal changes, in particular changes relate to the seasonal nature of the construction cycle. The highest sales can be observed in the second half of the year whereas the lowest sales are normally generated in the second quarter of the calendar year.
Disclosed in profit or loss of the period:
| '000 EUR | 1 Jan. - | 1 Jan. - | 1 Apr. - | 1 Apr. - |
|---|---|---|---|---|
| 30 Jun. 2018 | 30 Jun. 2017 | 30 Jun. 2018 | 30 Jun. 2017 | |
| Interest income | 74 | 1 368 | 46 | 569 |
| Other financial income | 0 | 8 859 | 0 | 8 859 |
| Financial income | 74 | 10 227 | 46 | 9 428 |
| Interest expense (1) | -8 872 | -14 336 | -4 443 | -6 986 |
| Refinancing costs (2) | -1 349 | -263 | -676 | -263 |
| Redemption fee | 0 | -6 334 | 0 | -6 334 |
| Other finance costs | -634 | -1 569 | -373 | -1 569 |
| Financial costs | -10 855 | -22 502 | -5 492 | -15 152 |
| Exchange differences on translating foreign | ||||
| operations (3) | -7 569 | 8 745 | -6 191 | 66 |
| Losses on translation of foreign currency financial | ||||
| position | 0 | -483 | 0 | 276 |
| Other financial result | -7 569 | 8 262 | -6 191 | 342 |
| TOTAL | -18 350 | -4 013 | -11 637 | -5 382 |
(1) The interest expenses include:
In HY1 2018 the Group continues a long-term investment program designed to align its production capacities to market needs and to enhance its cost effectiveness and productivity. The capital expenditures for the six month period ended 30 June 2018 were EUR 27 256 thousand (including advance payments), while the capital expenditures including advance payments for the six month period ended 30 June 2017 were EUR 20 609 thousand and EUR 76 328 thousand for the entire financial year 2017.
As at 30 June 2018 the Group has purchased commitments for the property, plant and equipment and intangible assets. These commitments relate to the signed agreements by the members of the Group with respect to future investments plans. The most significant amounts as of 30 June 2018 are related to Plant concept Leutkirch, Electro filter Bison dryer Grajewo and Short stroke press 11 Grajewo.
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Property, plant and equipment | 34 106 | 27 783 |
| Intangible assets | 599 | 863 |
| Commitment purchase | 34 705 | 28 646 |
On 27 January 2017 tax capital group was registered in Poland for the purposes of settlement of CIT. The Group started tax year on 1 May 2017 (first tax year 1 May 2017 - 31 December 2017). The agreement on tax capital group comprised the following entities: Pfleiderer Polska Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Wieruszów Sp. z o.o., Pfleiderer Silekol Sp. z o.o., Jura Polska Sp. z o.o. The agreement was concluded on 3 tax years, however as a result of not meeting the profitability threshold the tax group ceased to exist effective 31 March 2018.
Income tax expense comprises both current income tax and deferred taxes. Income tax expense is recognized as the best estimate of the weighted-average annual income tax rate expected for the whole year multiplied by the pre-tax income for the interim reporting period.
The Polish Group companies are taxed at a corporate tax rate of 19% (previous year: 19%). The German Group companies are taxed at a corporate tax rate of 15%, plus solidarity surcharge of 5.5% on the corporate tax rate (+0.83%-points) plus an average trade tax rate of 13.02%, thus 28.85% all-in-all. The respective local tax rates apply for other foreign companies.
The fluctuation of the tax rate compared to prior year's tax rate is caused mainly by local differences in tax rate, in particular in Germany with an average tax rate of 28.85%, and numerous permanent differences in the German tax group.
The income tax expense for the HY1 2018 in the amount of EUR 7 766 thousand presented in the statement of profit and loss included, apart from the tax for current period also additional taxes due for the year 2016 (EUR 5 332 thousand – cash effect). Moreover, the tax expenses were influenced by increase of tax liabilities for the outcome of the tax audit for years 2010-2015 conducted in Germany. In Q2 2018, as a result of final findings of tax authorities the liability was increased by EUR 2m. The total amount of the liability as at 30 June 2018 is EUR 9.2m.
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Trade receivables | 28 304 | 7 310 |
| Trade receivables from related parties | 9 | 13 |
| Current prepayments and accrued income | 6 724 | 764 |
| Current VAT receivables | 6 286 | 7 280 |
| Other receivables | 16 362 | 20 306 |
| TOTAL | 57 685 | 35 673 |
The amount of EUR 16 362 thousand of other receivables as at 30 June 2018 (EUR 20 306 thousand as at 31 December 2017) included, among others:
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Materials and merchandise | 56 374 | 51 135 |
| Semi-finished products and work in progress | 1 858 | 1 749 |
| Finished goods | 45 300 | 42 849 |
| Advances for deliveries | 545 | 568 |
| TOTAL | 104 077 | 96 301 |
Inventories are presented in the consolidated statement of financial position at net realisable value, i.e. net of write-downs of EUR 10 789 thousand (31 December 2017: EUR 9 820 thousand).
The par value of the share is denominated in PLN and thus is disclosed in its local currency (last line of the following table) and is translated into EUR at its historical exchanges rates:
| 30 Jun. 2018 | 31 Dec. 2017 | |
|---|---|---|
| Par value of share capital (PLN) | 21 351 332 | 21 351 332 |
| Number of shares at beginning of period (fully paid up) | 64 701 007 | 64 701 007 |
| Number of shares at end of period (fully paid up) | 64 701 007 | 64 701 007 |
| Par value per share (PLN) | 0.33 | 0.33 |
| Par value of share capital ('000 EUR) | 6 692 | 6 692 |
| Number of shares at beginning of period (fully paid up) | 64 701 007 | 64 701 007 |
| Number of shares at end of period (fully paid up) | 64 701 007 | 64 701 007 |
All shares issued by the Group are ordinary shares. Holders of ordinary shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All shares are entitled to the same rights to share in the distribution, if any, of the Company's assets.
The shareholder structure as of 30 June 2018 is as follows:
| Number of shares |
% of equity | Number of votes an GM |
Percentage of votes on GM |
|
|---|---|---|---|---|
| Strategic Value Partners LLC | 19 183 149 | 29.65% | 19 183 149 | 29.65% |
| Atlantik S.A. | 12 474 561 | 19.28% | 12 474 561 | 19.28% |
| Aviva OFE Aviva BZ WBK | 6 241 000 | 9.64% | 6 241 000 | 9.64% |
| Treasury shares (*) | 5 396 933 | 8.34% | 5 396 933 | 8.34% |
| Other shareholders | 21 405 364 | 33.08% | 21 405 364 | 33.08% |
| TOTAL | 64 701 007 | 100.00% | 64 701 007 | 100.00% |
(*) In accordance with article 364 Paragraph 2 of the Commercial Companies Code the Company does not execute the shareholding rights attached to the treasury shares, except for the right to transfer the shares or perform the actions aiming at preserving the shareholding rights.
In accordance with the notifications received from shareholders, the following transactions took place in 2018 involving shares in Pfleiderer Group S.A.:
On 15 February 2018, the Company received a notification from its shareholder Nationale Nederlanden OFE on the sale of the Company's shares as part of the share repurchase program announced by the Company. Following the settlement of the transaction, Nationale Nederlanden OFE holds 3 102 115 shares in the Company, representing 4.79% of its share capital and entitling the holder to 3 102 115 votes at the Company's General Meeting of Shareholders, or 4.79% of the total number of votes at the Company's General Meeting of Shareholders.
On 24 August 2018 the Company purchased 7 543 268 treasury shares, representing approximately 11.66% of the share capital. The purchase of the treasury shares was concluded based on an invitation to submit offers for the sale of the shares in the Company announced by the Company on 4 August 2018. The purchase price for the treasury shares amounted to PLN 40 per one share. The total price for all of the purchased shares amounted to PLN 301 730 720. The treasury shares were purchased in connection with the implementation of the treasury share repurchase programme approved under the resolution no. 24 of the Company's Annual General Meeting of the Shareholders dated 11 June 2018.
Pursuant to the resolution of the Ordinary General Meeting of Shareholders of the Company dated 11 June 2018, the shares purchased under the programme may be: (i) redeemed; or (ii) otherwise disposed of by the Management Board of the Company, subject to a consent of the Supervisory Board, with a view to the needs resulting from the Company's business.
Prior to the above described acquisition of the treasury shares, which took place on 24 August 2018, the Company held 5 396 933 treasury shares representing approximately 8.34% of the share capital.
The total number of treasury shares purchased by the Company at the date of publication of this report is 12 940 201. The total nominal value of all purchased treasury shares is PLN 4 270 266.33, representing approximately 20% of the Company's share capital. The purchased treasury shares entitle the holder thereof to a total of 20% of the votes at the general meeting of the Company, which represents 20% of the overall number of votes in the Company, provided that the Company does not exercise the voting rights attached to the treasury shares.
The shareholder structure as of 30 September 2018 is as follows:
| Number of % of equity |
Number of | Percentage of | ||
|---|---|---|---|---|
| shares | votes an GM | votes on GM | ||
| Strategic Value Partners LLC | 19 183 149 | 29,65% | 19 183 149 | 29,65% |
| Atlantik S.A. | 12 474 561 | 19,28% | 12 474 561 | 19,28% |
| Aviva OFE Aviva BZ WBK | 6 241 000 | 9,65% | 6 241 000 | 9,65% |
| Treasury shares | 12 940 201 | 20,00% | 12 940 201 | 20,00% |
| Other shareholders | 13 862 096 | 21,42% | 13 862 096 | 21,42% |
| TOTAL | 64 701 007 | 100,00% | 64 701 007 | 100,00% |
According to the information from last General Meeting of Shareholders
The negative balance of retained earnings as at 30 June 2018 results from the distribution of profits from the Parent company received as dividends, which were generated before first consolidation by subsidiaries.
At 11 May 2018 the Management Board adopted a resolution on a motion of the Management Board to General Meeting of Shareholders concerning distribution of the Company's profit for year 2017 and recommended assigning PLN 71 164 888.80 for payment of the dividend amounting to PLN 1.20 per share. The above motion was positively opined by the Supervisory Board of the Company on 15 May 2018.
The Ordinary General Meeting of Shareholders of the Company resolved on 11 June 2018 to allocate the net profit for the period from 1 January to 31 December 2017, amounting in total to PLN 415 542 thousand, as follows:
a) in the amount of PLN 71 164 888.80, i.e. PLN 1.20 per share, to the payment of dividends to the Company's shareholders,
b) the remaining amount to the Company's supplementary capital.
The Ordinary General Meeting of Shareholders of the Company set the date used to prepare the list of shareholders eligible to receive the above dividend (record date) for 17 June 2018. The dividend payment date was set for 11 July 2018.
As of 17 June 2018 the Company held 5 396 933 treasury shares. Pursuant to Article 364 Paragraph 2 of the Commercial Companies Code the Company did not receive any dividends as the holder of the above mentioned treasury shares.
Non-current borrowings and other debt instruments:
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Bank borrowings | 337 239 | 336 155 |
| TOTAL | 337 239 | 336 155 |
Current borrowings and other debt instruments:
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Current portion of bank borrowings | 2 333 | 2 333 |
| Other interest bearing liabilities | 223 | 196 |
| TOTAL | 2 556 | 2 529 |
Senior Facilities Agreement – entered into force on 1 August 2017
On 13 April 2017 Pfleiderer Group S.A., PCF GmbH and certain of its German and Polish subsidiaries, Credit Suisse International, Deutsche Bank AG, London Branch, Goldman Sachs Bank USA and others as mandated lead arrangers, Wilmington Trust (London) Limited and Trigon Dom Maklerski S.A. as security agents (the "Security Agent") and others entered into a EUR 450 000 000 senior facilities agreement which initial utilization took place on 1 August 2017. Pfleiderer used those amounts to repay the Senior Secured Notes issued 27 June 2014 (PCF GmbH), the existing credit facility agreements originally dated 4 July 2014 and for general corporate purposes and working capital requirements of the Group. The EUR 450 000 000 is split into a Term Loan B ("TLB") amounting to EUR 350 000 000 (PCF GmbH) with a tenor of seven years – fully drawn and Revolving Credit Facilities with a tenor of five years amounting to EUR 50 000 000 (Revolving Facility 1) and PLN 211 480 000 (Revolving Facility 2).
At the reporting date these Revolving Credit Facilities were not drawn in cash whilst bank guarantees were issued within the Revolving Facility 2 for the total amount of PLN 6 265 thousand as well as Letters of Credit in an amount of EUR 3 385 thousand. The Revolving Facility 1 is partially drawn for bank guarantees of EUR 2 296 thousand and PLN 520 thousand (EUR 119 thousand) as well as Letters of Credit in an amount of EUR 5 040 thousand. Interest on cash drawings is accrued at EURIBOR (for EUR-drawings) plus margin, WIBOR (for PLN-drawings) plus margin, LIBOR (for drawings in other currencies) plus margin.
On 31 July 2018, the Senior Facilities Agreement originally dated 13 April 2017 was amended. The total amount of senior secured term loan B increased by EUR 95 million from EUR 350 million to EUR 445 million, the volume of the Revolving Credit Facilities remains unchanged. Final maturity dates within the senior facilities agreement remain unchanged.
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
| '00 0 E UR |
30 Ju 20 18 n. |
31 De c. 2 01 7 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Len de r |
Cu rre ncy |
Int st ere rat e |
ion Du rat fro m |
ion Du rat to |
Cre dit lim it E UR |
Dra wn nt EU am ou R |
dra Un wn nt EU am ou R |
Cre dit lim it E UR |
Dra wn nt EU am ou R |
dra Un wn nt EU am ou R |
| ( ) lvin Cre dit ci lity PL Re Fa N vo g |
||||||||||
| k M l len Ba i niu S.A n m |
PL N |
W IBO R + in m arg |
1 A 20 17 ug |
1 A 20 22 ug |
17 08 4 |
0 | 17 08 4 |
18 93 0 |
0 | 18 93 0 |
| lio k S A r B .A. an |
PL N |
in W IBO R + m arg |
1 A 20 17 ug |
1 A 20 22 ug |
18 03 1 |
0 | 18 03 1 |
18 87 8 |
0 | 18 87 8 |
| f fei Ra i Ba k P ls ka S.A sen n o |
PL N |
W IBO R + in m arg |
1 A 20 17 ug |
1 A 20 22 ug |
7 4 61 |
0 | 7 4 61 |
7 8 11 |
0 | 7 8 11 |
| Gu Co Eas nte t ara es re |
||||||||||
| k M i l len ium S. Ba A. n |
PL N |
20 1 A 17 ug |
20 22 1 A ug |
5 3 26 |
5 3 26 |
32 4 5 |
32 4 5 |
|||
| /s ba k g d i iss n P LN tee n ua ran ue |
1 4 33 |
1 4 33 |
1 7 40 |
1 7 40 |
||||||
| /s ba k g iss d i n E UR tee n ua ran ue |
0 | 0 | 0 | 0 | ||||||
| /s f C dit d i d [ Let iss n E UR EU R ter o re ue ye ar- en |
||||||||||
| ] 2.4 28 .00 0 |
0 | 0 | 2 7 92 |
2 7 92 |
||||||
| /s f C dit d i l [ ] Let iss n E UR EU R 3 .38 4.8 00 ter tua o re ue ac |
3 8 93 |
3 8 93 |
0 | 0 | ||||||
| f c Lim it o dit ds Eas t re ca r |
||||||||||
| k M l len Ba i ium S. A. n |
PL N |
1 A 20 17 ug |
1 A 20 22 ug |
45 7 |
0 | 45 7 |
47 9 |
0 | 47 9 |
|
| TO TA L C OR E E AS T C RE DIT FA CIL ITI ES |
48 35 9 |
5 3 26 |
43 03 3 |
50 63 0 |
4 5 32 |
46 09 8 |
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
| '00 0 E UR |
30 Ju 20 18 n. |
31 De c. 2 01 7 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| de Len r |
Cu rre ncy |
Int st ere rat e |
Du ion rat fro m |
Du ion rat to |
dit Cre lim it E UR |
Dra wn nt EU am ou R |
Un dra wn nt EU am ou R |
dit Cre lim it E UR |
Dra wn nt EU am ou R |
Un dra wn nt EU am ou R |
|
| lvin dit lity ( ) Re Cre Fa ci EU R vo g |
|||||||||||
| lio k S A r B .A. an |
EU R |
in EU RIB OR + ma rg |
1 A 20 17 ug |
1 A 20 22 ug |
5 0 00 |
0 | 5 0 00 |
5 0 00 |
0 | 5 0 00 |
|
| k o f C hin Ba n a |
EU R |
EU RIB OR in + ma rg |
1 A 20 17 ug |
1 A 20 22 ug |
10 00 0 |
0 | 10 00 0 |
10 00 0 |
0 | 10 00 0 |
|
| ba k A Co G mm erz n |
EU R |
EU RIB OR in + ma rg |
1 A 20 17 ug |
1 A 20 22 ug |
*) | 7 5 45 |
0 | 7 5 45 |
12 37 0 |
0 | 12 37 0 |
| he k A G De Ba uts c n |
EU R |
OR in EU RIB + ma rg |
20 1 A 17 ug |
20 22 1 A ug |
12 00 0 |
0 | 12 00 0 |
12 00 0 |
0 | 12 00 0 |
|
| i f fei k P ls ka S.A Ra Ba sen n o |
EU R |
EU RIB OR in + ma rg |
1 A 20 17 ug |
1 A 20 22 ug |
5 0 00 |
0 | 5 0 00 |
5 0 00 |
0 | 5 0 00 |
|
| Gu Co We nte st ara es re |
|||||||||||
| Co ba k A G mm erz n |
EU R |
1 A 20 17 ug |
1 A 20 22 ug |
7 4 55 |
7 4 55 |
2 6 30 |
2 6 30 |
||||
| ba k g iss d i n E UR tee n ua ran ue |
2 2 97 |
2 2 97 |
2 2 57 |
2 2 57 |
|||||||
| ba k g iss d i tee n P LN n ua ran ue |
11 8 |
11 8 |
37 3 |
37 3 |
|||||||
| let f c dit d i iss n E UR ter o re ue |
5 0 40 |
5 0 40 |
0 | 0 | |||||||
| ( ) De he Ba k A G An ci l lar G uts tee n ua ran s c y – |
1 A 20 17 ug |
1 A 20 22 ug |
3 0 00 |
0 | 3 0 00 |
3 0 00 |
0 | 3 0 00 |
|||
| he de bt ins Ot tru nts r me |
|||||||||||
| ( ) Te Lo B TL B rm an |
EU R |
1 A 20 17 ug |
1 A 20 24 ug |
35 0 0 00 |
35 0 0 00 |
0 | 35 0 0 00 |
35 0 0 00 |
0 | ||
| TO TA L C OR E W EST CR ED IT FA CIL ITI ES |
40 0 0 00 |
35 7 4 55 |
42 54 5 |
40 0 0 00 |
35 2 6 30 |
47 37 0 |
*) Total RCF-limit with Commerzbank AG is EUR 15m, adding cash-line and ancillary used for guarantees
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
For the six month period ended 30 June 2018:
| '000 EUR | 1 Jan. 2018 | Additions | Utilisation | Release | Currency difference |
30 Jun. 2018 |
|---|---|---|---|---|---|---|
| Non-current | ||||||
| Severance payments | 504 | 418 | -140 | -430 | 0 | 352 |
| Other provisions | 949 | 14 | -24 | 0 | -17 | 922 |
| Total | 1 453 | 432 | -164 | -430 | -17 | 1 274 |
| Current | ||||||
| Court proceedings (*) | 3 150 | 550 | 0 | 0 | 0 | 3 700 |
| OCCP penalty and related costs | 9 261 | 0 | -195 | 0 | -409 | 8 657 |
| Restructuring costs | 3 144 | 0 | -157 | -304 | 0 | 2 683 |
| Total | 15 555 | 550 | -352 | -304 | -409 | 15 040 |
For the six month period ended 30 June 2017:
| '000 EUR | 1 Jan. 2017 | Additions | Utilisation | Release | Currency difference |
30 Jun. 2017 |
|---|---|---|---|---|---|---|
| Non-current | ||||||
| Restructuring costs | 1 926 | 0 | -146 | -79 | 0 | 1 701 |
| Severance payments | 775 | 529 | -14 | -999 | 0 | 291 |
| Other provisions | 993 | 0 | -24 | -300 | 0 | 669 |
| Total | 3 694 | 529 | -184 | -1 378 | 0 | 2 661 |
| Current | ||||||
| Court proceedings (*) | 7 650 | -2 500 | 0 | -600 | 0 | 4 550 |
| Restructuring costs | 5 132 | 0 | -1 702 | -384 | 0 | 3 046 |
| Total | 12 782 | -2 500 | -1 702 | -984 | 0 | 7 596 |
(*)Provision for court proceedings – the category covers the provision regarding antitrust and other court proceedings for West (for details please see Note 17). The data for HY1 2017 has been changed for comparability reasons.
| '000 EUR | 30 Jun. 2018 | 31 Dec. 2017 |
|---|---|---|
| Trade payables | 114 230 | 112 591 |
| Dividend liabilities | 16 273 | 0 |
| Liabilities under factoring agreements | 31 065 | 38 052 |
| Insolvency-related liabilities of PCF GmbH | 7 748 | 7 748 |
| VAT liabilities | 2 446 | 898 |
| Liabilities for capital expenditures | 2 582 | 11 282 |
| Prepaid deliveries | 7 | 6 |
| Other liabilities | 14 289 | 12 391 |
| TOTAL | 188 640 | 182 968 |
Other liabilities as of 30 June 2018 comprised mainly of:
• tax liability related to the acquisition of EUR 5 087 thousand (EUR 5 326 thousand as of 31 December 2017),
• other tax payables of EUR 2 384 thousand (EUR 2 718 thousand as of 31 December 2017),
• provisions for the cost of emission rights EUR 589 thousand (EUR 718 thousand as of 31 December 2017) and
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
• other cost accruals of EUR 2 249 thousand (EUR 2 346 thousand as of 31 December 2017).
The Group's Management has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's financial risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.
The Group's operations are exposed to the following risks:
The objective behind credit risk management is to reduce the Group's losses which could follow from customers' insolvency. This risk is mitigated with the use of receivables insurance and factoring agreements and ABCP program (Asset based commercial papers).
Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to reduce the unfavorable effects of changes in market risk factors on the cash flows and financial results.
Market risk management is conducted using derivative instruments which are used solely to reduce the risk of changes in fair value and risk of changes in cash flows.
Derivative (currency forwards) transactions are concluded only with reliable partners, authorized to participate in transactions through the application of appropriate procedures and signing relevant documentation.
The objective of currency risk management is to minimize losses arising out of unfavorable changes in foreign exchange rates. The Group monitors its currency position from the point of view of cash flows. To manage its currency risk, it first relies on natural hedging and where necessary uses forward contracts. The time horizon adopted for position monitoring and hedging transactions is analyzed on a case by case basis.
The objective of financial liquidity management is to protect the Group from insolvency. This objective is pursued through regular projection of debt levels in a five-year horizon, and arrangement of appropriate financing.
The Group is exposed to credit risk, interest rate risk and currency risk in the ordinary course of business. Financial derivatives are used to hedge the risk related to exchange rate fluctuations.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers.
Transactions which expose the Group to credit risk include trade receivables and cash and cash equivalents. In accordance with the Management Board's policy, the Group's credit risk exposure is monitored on an ongoing basis.
Credit risk associated with bank deposits is assessed by the Group as low due to deposits of its assets only in financial institutions which have a high short-term credit rating.
The credit risk related to trade receivables is limited, as the customer base is very wide and the risk is highly diversified. Therefore, the credit risk concentration is insignificant. Moreover, the Group operates a strict receivables management policy, whereby the risk of customer insolvency is mitigated through the use of trade credit insurance and factoring (Segment East) and ABCP program (Segment West).
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
In the first two quarters 2018, approximately 95% of the Group's trade receivables were secured with insurance. In the event of insolvency of customers who have insurance coverage, compensation is paid by the insurer. Each customer has a trade credit limit (usually covered by an insurance limit). The Group did not incur any significant losses due to customer default. Allowances for impairment losses are recognized on uninsured receivables and on amounts corresponding to the Group's deductibles for receivables that are insured, based on detailed impairment analysis of accounts receivable.
The carrying amount of each financial asset, including financial derivatives, represents the maximum credit risk exposure.
The Group holds funds in bank accounts and has liabilities under bank borrowings and TLB. The interest rate risk is related to interest payments with floating interest rates. The Group does not hedge the interest rate risk for the time being. The Group monitors the level of interest costs on a regular basis.
The Group is exposed to currency risk mainly due to the extent that there is a mismatch between the currencies in which trade transactions, purchases of materials and merchandise and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of Group companies is primarily the Euro (EUR) and Polish zloty (PLN). The main currencies in which foreign currency transactions are denominated are Euro, US dollars and pound sterling (GBP). However, foreign exchange gains or losses resulting from exchange rate fluctuations mostly offset each other (natural hedging).
The Group also incurs capital expenditures in foreign currencies. The Group monitors its foreign currency positions on an ongoing basis and hedges its currency risk of open positions with forward transactions. The Group uses forward contracts to hedge its currency risk related to commercial transactions (export of goods). The forward contracts used to hedge the Group's commercial transactions in Core East consist of the sale of EUR at a pre-determined rate. This helps to secure margins on export sales and to mitigate the risk of adverse changes of the margins due to appreciation of the Polish zloty.
Forward contracts are measured at the end of each month.
Parent and subsidiaries companies are protected against any material cash-flow disruptions thanks to credit facilities available at any time. Material cash-flow disruptions are also unlikely due to customer diversification. All extraordinary expenditure is always planned well ahead and accounted for in the liquidity management process.
The Group monitors its liquidity on an ongoing basis, both with respect to short-term liquidity and long-term liquidity.
On 13 April 2017 the Group has finalized and signed refinancing agreements of EUR 450.0 million senior secured credit facilities comprising:
The proceeds from the Facilities have been used to redeem the EUR 321 684 000 senior secured notes issued by PCF GmbH (formerly Pfleiderer GmbH) ("Notes") in full, to refinance the existing senior secured revolving credit facility and to fund related transaction fees, redemption premium and expenses as well as for general corporate purposes and working capital requirements.
On 31 July 2018, the Senior Facilities Agreement originally dated 13 April 2017 was amended and restated. The total amount of senior secured term loan B increased by EUR 95 million from EUR 350 million to EUR 445 million, the volume of the Revolving Credit Facilities remains unchanged.
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
In order to secure the new obligations under the senior facilities agreement originally dated 13 April 2017 and having been amended and restated on 31 July 2018, Pfleiderer Group S.A. on 1 August 2017 established the financial pledge and, subject to registration, the registered pledge over the shares in Pfleiderer Polska Sp. z o.o. and granted the power of attorney to exercise corporate right from the pledged shares in favor of Trigon Dom Maklerski S.A. (the "Polish Security Agent").
Following the initial utilization of the facilities under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the existing security interests granted by the Polish Pfleiderer entities to secure the repayment of claims of Commerzbank Aktiengesellschaft, Filiale Luxemburg acting as security agent (the "Security Agent") arising from the parallel debt in accordance with the intercreditor agreement dated 4 July 2014 (as amended and restated) entered into in connection with the EUR 60 million and PLN 200 million RCF Agreement dated 4 July 2014 (as amended and restated) between, inter alios, Pfleiderer Group S.A. and certain of its subsidiaries as borrowers, the Security Agent and certain financial institutions as original lenders and the EUR 321 684 thousand Senior Secured Notes due 1 August 2017 issued by PCF GmbH were released.
In order to secure the new obligations under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the following security interests have been granted for the benefit of the lenders:
(i) Pfleiderer Group S.A. entered into the agreements for financial and registered pledges over shares in Pfleiderer Wieruszów Sp. z o.o. (formerly Pfleiderer Prospan S.A.), Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. and granted powers of attorney to exercise corporate rights from the pledged shares in these companies in favor of Polish Security Agent.
(ii) Pfleiderer Group S.A., Pfleiderer Wieruszów Sp. z o.o. (formerly Pfleiderer Prospan S.A.), Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. entered into the agreements for financial and registered pledges over major bank accounts and granted the powers of attorney to dispose funds from their bank accounts in favor of the Polish Security Agent.
(iii) Pfleiderer Group S.A., Pfleiderer Wieruszów Sp. z o.o. (formerly Pfleiderer Prospan S.A.), Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. entered into the agreements for security assignments of rights under commercial contracts, intercompany loan agreements and insurance agreements.
(iv) The following mortgages have been established in favor of the Polish Security Agent:
(v) Pfleiderer Group S.A., Pfleiderer Wieruszów Sp. z o.o. (formerly Pfleiderer Prospan S.A.), Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o. and Pfleiderer Silekol Sp. z o.o. executed the submissions to enforcement (oświadczenie o poddaniu się egzekucji) in favor of the Security Agent.
Following the initial utilization of the facilities under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the existing security interests granted by the German Pfleiderer entities to secure the repayment of claims of Commerzbank Aktiengesellschaft, Filiale Luxemburg, acting as security agent (the "Security Agent") arising from the parallel debt in accordance with the intercreditor agreement dated 4 July 2014 (as amended and restated) entered into in connection with the EUR 60 million and PLN 200 million RCF Agreement dated 4 July 2014 (as amended and restated) between, inter alias, Pfleiderer Group S.A. and certain of its subsidiaries as borrowers, the Security Agent and certain financial institutions as original lenders and the EUR 321 684 thousand Senior Secured Notes due 1 August 2017 issued by PCF GmbH have been released.
In order to secure the new obligations under the senior facilities agreement originally dated 13 April 2017, and having been amended and restated on 31 July 2018, the following security interests have been granted for the benefit of the lenders, whereby Wilmington Trust (London) Limited is acting as new security agent (the "New Security Agent"):
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
(i) Pfleiderer Group S.A., PCF GmbH, Pfleiderer Deutschland GmbH as pledgors granted pledges over shares in PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH and Pfleiderer Baruth GmbH.
(ii) PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH, Pfleiderer Baruth GmbH as pledgors granted pledges over their major bank accounts.
(iii) PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH, Pfleiderer Baruth GmbH as assignors assigned as security their receivables under the intercompany loans, material trade and insurance receivables.
(iv) The existing German land charges have been assigned to the New Security Agent.
As at 13 April 2017, certain members of the Group have guaranteed the liabilities under the senior facilities agreement (as amended and restated), such members of the Group are: Pfleiderer Group S.A., PCF GmbH, Pfleiderer Deutschland GmbH, Pfleiderer Neumarkt GmbH, Pfleiderer Leutkirch GmbH, Pfleiderer Gütersloh GmbH, Pfleiderer Arnsberg GmbH, Pfleiderer Baruth GmbH, Pfleiderer Wieruszów Sp. z o.o. (formerly Pfleiderer Prospan S.A.), Pfleiderer MDF Grajewo Sp. z o.o., Pfleiderer Grajewo Sp. z o.o., Pfleiderer Polska Sp. z o.o., Pfleiderer Silekol Sp. z o.o. The amounts outstanding under the senior secured revolving credit facility dated 4 July 2014 and the senior notes issued on 27 June 2014 have been refinanced by the senior facilities agreement dated 13 April 2017 (as amended and restated).
As at 30 June 2018 the Group did not identify any significant contingent liabilities except for an additional potential liability (apart from the amounts already recorded in the balance sheet) resulting from the antitrust proceedings, German insolvency code (Alno case) as well as potential tax liability described below.
On 28 December 2017 the President of the Office of Competition and Customer Protection (hereinafter referred to as 'President of the OCCP') issued a decision no. DOK-3/2017 (hereinafter referred to as 'Decision') considering as an anticompetitive practice the conclusion by Kronospan Szczecinek Sp. z o.o., Kronospan Mielec Sp. z o.o., Swiss Kronos Sp. z o.o. (formerly Kronopol Sp. z o.o.), Pfleiderer Group S.A. (formerly Pfleiderer Grajewo S.A.) and Pfleiderer Wieruszów Sp. z o.o. (formerly Pfleiderer Prospan S.A.) an agreement limiting competition on the national market of sales of chipboard and on the national market of sales of fibreboard, consisting in:
According to the Decision, the agreement was in force from the beginning of 2008 to 7 September 2011.
The President of the OCCP imposed a fine of PLN 15 958 thousand on Pfleiderer Group S.A. and PLN 19 805 thousand on Pfleiderer Wieruszów Sp. z o.o.
The Decision ended the antimonopoly proceedings initiated by the President of the OCCP in 2012. The decision is not legally binding. On the 29 January 2018, the Company and Pfleiderer Wieruszów Sp. z o.o. appealed against the Decision to the Court of Competition and Consumer Protection.
The Company and Pfleiderer Wieruszów Sp. z o.o., established provisions in order to secure funds for anticipated legal costs related to the appeal against the Decision and for the payment of possible fines if the Company and Pfleiderer Wieruszów Sp. z o.o. are obliged to pay the fines specified in the Decision. As of 30 June 2018 the provisions amount to PLN 37 858
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
thousand. Furthermore the Decision results in a risk of claims for damages against the companies Pfleiderer Group S.A. and Pfleiderer Wieruszów Sp. z o.o. This risk cannot be quantified based on the evidence and information available at this time.
An earlier investigation by the German Federal Cartel Office in 2009 concluded in 2011 that PCF GmbH (then, Pfleiderer AG) and certain competitors had, for a period from at least 2004 through 2007, violated German competition law by coordinating price increases and minimum prices in the German market. As a result, the German Federal Cartel Office in September 2011 fined this group of market participants and certain individuals a total of EUR 42 million on the grounds of violating German and European competition laws by entering into anticompetitive agreements. PCF GmbH's share of the fine was settled in yearly instalments and fully repaid by the end of 2016.
As described below, two of the Pfleiderer Group's customers have sued the Pfleiderer Group for damages in con-nection with these antitrust violations. The companies are seeking compensation in connection with these antitrust violations. The outcome of the respective extrajudicial negotiations or proceedings is difficult to predict. Based on its best knowledge the Management estimated as of 30 June 2018 a provision related to antitrust violations of EUR 3 700 thousand including costs related to legal proceedings with Classen as well as legal costs and amicable settlements of claims with Oeseder. Depending on the final outcome of the negotiations and/or the proceedings, the Group could be obligated to make further substantial payments.
There is a risk that additional follow-on claims for damages might be raised by third parties, including customers, against the Group in respect thereof. The amount of any such follow-on claims for damages cannot currently be determined with any certainty, but could be substantial. The realization of any of these risks could have a material adverse effect on the Group's business, financial condition and results of operations.
In December 2012, Classen also filed an action for damages with the regional court of Düsseldorf (Landgericht Düsseldorf) against Pfleiderer Baruth GmbH (then: Pfleiderer Faserplattenwerk Baruth GmbH) currently amounting to approximately EUR 55.4 million (plus interest). The proceeding is still pending and the outcome, i.e. the further potential costs that may arise in connection with this litigation or the amount of damages that might be required to be paid, cannot be assessed yet. At oral hearing on 2 February 2017, the court has not clearly indicated whether it deems the claim justified as to the merits or not. The next oral hearing was held on 3 May 2018. The outcome is difficult to predict. The court has postponed the decision till 4 October 2018. As a result, the management has determined that not all of the conditions have been met to require recognition of a provision for this matter. Therefore as at 30 June 2018 no provision has been recognized by the Group in these consolidated financial statements. Accrued legal costs for Classen are comprised in the total amount of EUR 3 700 thousand.
In December 2012, Oeseder Möbel-Industrie Mathias Wiemann GmbH & Co. KG ("Oeseder"), one of the Pfleiderer Group's customers, filed an action for damages with the regional court of Hannover (Landgericht Hannover) against Sonae Arauco Deutschland AG (then: Glunz AG) amounting to approximately EUR 26 million (plus interest). The plaintiff claimed to have suffered damages due to the Chipboard Cartel. Following a third party notice (Streitverkündung) by Sonae Arauco Deutschland AG, PCF GmbH has joined the legal proceedings as an intervener (Nebenintervenient). The court has passed a judgement on 31 May 2016. According to it the claim is justified on the merits but subject to further discussion regarding quantum. Sonae Arauco Deutschland AG has filed an appeal against this decision with the higher regional court in Celle. The court meeting was held in March 2018. The outcome is difficult to predict at this moment. The higher regional court in Celle has postponed its decision till 15 October 2018. As at 30 June 2018 the Management based on its best knowledge recognised a provision for the expected outcome, which is included in the total amount of EUR 3 700 thousand. PCF GmbH's obligation for substantial payments may result from a contribution claim (Gesamtschuldnerinnenausgleichsanspruch) based on PCF GmbH's joint and several liability (Gesamtschuld), if Sonae Arauco Deutschland AG or any other third party is obligated to pay compensation to Oeseder. The proceeding is still pending and the outcome, i.e. the further potential costs that may arise in connection with this litigation or the amount of damages that might be required to be paid could change significantly.
After the reporting period Pfleiderer Deutschland GmbH (Pfleiderer) received the letter from the insolvency administrator of Alno Aktiengesellschaft (Alno), dated 24 July 2018 in which he challenges all payments made by Alno to Pfleiderer Deutschland GmbH (Pfleiderer) for delivery of Pfleiderer's products from 30 June 2014 to 6 July 2017 in a total amount of EUR 19 346 thousand. With respect to all payments made within three months prior to the filing for opening of insolvency proceedings he argues that they are subject to the three months claw-back right (sec. 130 German Insolvency Code). With
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
respect to the remaining payments made within four years prior to the filing for opening of insolvency proceedings he argues that they are subject to the claw-back right for intended damage (sec. 133 German Insolvency Code). The insolvency administrator bases both claw-back claims on the assumption that Alno was illiquid during the whole claw-back period and Pfleiderer was aware of it. The insolvency administrator relies on a – to Pfleiderer unknown - expert's opinion regarding Alno being illiquid during the claw-back period. Based on the facts known so far it is not possible to estimate in a reliable way an amount of the alleged claw-back claim for which it is more likely than not that Pfleiderer has to pay it. Company and its legal advisors will further check the claim and all related documentation but at this stage the alleged claw-back claim is an uncertain liability. In case of a litigation the Management estimated the cost for lawyers and the court and created the provision as at 30 June 2018 in the amount of EUR 550 thousand.
For cross boarder supplies and services between affiliated companies the prices have to be at the arm's length principle. The companies of the Pfleiderer Group have to document this in the Transfer Price Documentation. The companies of the Pfleiderer Group can choose the transfer price method as well as the margin. But the tax audits could determine that the chosen transfer pricing method or the margin was not correct. Following on from this, taxes could be higher for allocated costs for the supplies and services between the affiliated companies. This would lead to higher taxes and therefore represents a risk, which potential loss amount could be significant. The risk is rather unlikely to occur.
PCF GmbH is subject to a tax risk regarding the restructuring gain incurred in 2012 in connection with the insolvency plan. The tax treatment of the restructuring gain may be affected by a judgment of the Federal Fiscal High Court published on 7 February 2017 (GrS 1/15). According to the decision, the decree of the Federal Ministry of Finance dated 27 March 2003 (so called "Sanierungserlass") which ensures a preferential treatment of the restructuring gain is not correct. This decision may lead to uncertainty regarding the possibility of receiving a waiver from the tax authorities for any taxes due on the restructuring gain to the extent that PCF is not protected by binding rulings issued by the competent authorities. As at 30 June 2018 the management assessed the risk related to this uncertain tax position and it has determined that not all of the conditions have been met to require recognition of a provision for this matter. Therefore as at 30 June 2018 no provision has been recognized by the Group in these consolidated financial statements.
Moreover the Group has tax liabilities for the outcome of the tax audit for years 2010-2015 conducted in Germany amounting to EUR 9.2 million (increase of EUR 2m in comparison to 31 December 2017 as a result of final findings of tax audit).
No transactions with related parties other than described below were conducted in the reporting period.
As of 30 June 2018 the Management Board consists of Tom K. Schäbinger (President and CEO), Dirk Hardow (COO), Ivo Schintz (CCO) and Dr. Nico Reiner (CFO).
Remuneration of members of the Company's Management Board, including bonuses, paid and payable, for the reporting period:
| '000 EUR | 1 Jan. - | 1 Jan. - |
|---|---|---|
| 30 Jun. 2018 | 30 Jun. 2017 | |
| Remuneration of Management Board | 1 942 | 1 021 |
| Remuneration of Supervisory Board | 318 | 365 |
| TOTAL | 2 260 | 1 386 |
The aforementioned remuneration includes all payments from all Group companies to the Board.
No member of the Company's Management Board had loan-related debt towards the Group.
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
As at 30 June 2018 members of the Management held the following number of Pfleiderer Group shares:
On 27 February 2018 Mr. Richard Mayer submitted the resignation from the Management Board of the Company. The resignation took effect from 31 March 2018.
On 27 February 2018 the Supervisory Board of the Company decided to appoint Dr. Nico Reiner to the Management Board of the Company as the Member of the Management Board (Chief Financial Officer). The appointment of Dr. Nico Reiner took effect from 1 April 2018.
In the reporting period the Group recognized the costs of the long term incentive programme in the amount of EUR 376 thousand. The amount has been included in the employee benefit costs versus reserves in Equity.
Notes to the condensed consolidated interim financial statements for the six month period ended 30 June 2018 (all amounts in EUR thousand)
On 31 July 2018, the Senior Facilities Agreement originally dated 13 April 2017 was amended and restated. The total amount of senior secured term loan B increased by EUR 95 million from EUR 350 million to EUR 445 million, the volume of the Revolving Credit Facilities remains unchanged. Final maturity dates within the senior facilities agreement remain unchanged.
After the reporting period Pfleiderer Deutschland GmbH received the letter from the insolvency administrator of Alno AG, former client of Pfleiderer, in which the insolvency administrator submitted the claims against Pfleiderer amounting to EUR 19 346 thousand. The insolvency administrator of Alno AG contests the payments resulting from the commercial contracts, made by Alno AG to Pfleiderer after 30 June 2014 until opening the insolvency proceeding on 1 October 2017, and requests the return of the payments in the above-mentioned amount by Pfleiderer to the insolvency administrator of Alno AG. The Management is currently verifying the legal basis and merits of the above described claims.
On 24 August 2018 the Company purchased 7 543 268 treasury shares. The treasury shares were purchased in connection with the implementation of the treasury shares repurchase programme approved under the resolution of the Company's Annual General Meeting of the Shareholders dated 11 June 2018. The total number of treasury shares purcjased by the Company at the date of the publication of this report is 12 940 201, representing approximately 20% of the Company's share capital.
There were no other events subsequent to the end of the reporting period that would require disclosure in this interim condensed consolidated financial statements.
Management Board of Pfleiderer Group S.A.
Tom K. Schäbinger President of the Management Board
Dr. Nico Reiner Dirk Hardow Chief Financial Officer Chief Operating Officer
Member of the Management Board, Member of the Management Board,
Ivo Schintz Member of the Management Board, Chief Commercial Officer
Wrocław, 30 September 2018
Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. al. Jana Pawła II 22 00-133 Warszawa Polska
Tel.: +48 22 511 08 11 Fax: +48 22 511 08 13 www.deloitte.com/pl
We have reviewed the accompanying interim condensed financial statements of Pfleiderer Group S.A. with its registered office in Wrocław, Strzegomska 42 AB (hereinafter: the "Company"), comprising: the condensed statement of financial position prepared as at 30 June 2018, condensed statement of comprehensive income, condensed statement of changes in equity, condensed statement of cash flows for the period from 1 January 2018 to 30 June 2018 and selected explanatory notes ("interim condensed financial statements").
The Management Board of the Company is responsible for the preparation and presentation of these interim condensed financial statements in accordance with International Accounting Standard 34 "Interim Financial Reporting" announced in the form of Commission Regulations.
Our responsibility is to express a conclusion on these interim condensed financial statements based on our review.
We conducted our review in accordance with National Standard on Review Engagements 2410 in line with the wording of International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" adopted by Resolution No. 2041/37a/2018 of the National Council of Statutory Auditors of 5 March 2018.
A review of financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with National Standards on Auditing in line with the wording of International Standards on Auditing adopted by Resolution No. 2041/37a/2018 of the National Council of Statutory Auditors of 5 March 2018 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on these interim condensed financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting" announced in the form of Commission Regulations.
Auditor conducting the review on behalf of Deloitte Audyt spółka z ograniczoną odpowiedzialnością sp. k. — entity entered under number 73 on the list of auditors kept by the National Council of Statutory Auditors:
Marcin Diakonowicz Certified auditor No. 10524
Warsaw, 30 September 2018
This Report is an English version of the original Polish version. In case of any discrepancies between the Polish and English version, the Polish version shall prevail.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/pl/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.
Member of Deloitte Touche Tohmatsu Limited
District Court for the city of Warsaw, XII Business Division of the National Court Register, KRS No. 0000446833, NIP: 527-020-07-86, REGON: 010076870
UNAUDITED INTERIM CONDENSED STANDALONE FINANCIAL STATEMENTS FOR THE THREE- AND SIX-MONTH PERIODS ENDED 30 JUNE 2018
| UNAUDITED INTERIM CONDENSED STANDALONE STATEMENT OF FINANCIAL POSITION 3 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| UNAUDITED | INTERIM | CONDENSED | STANDALONE COMPREHENSIVE INCOME 4 |
STATEMENTS | OF | PROFIT | AND | LOSS | AND | OTHER | |
| UNAUDITED INTERIM CONDENSED STANDALONE STATEMENT OF CHANGES IN EQUITY 5 | |||||||||||
| UNAUDITED INTERIM CONDENSED STANDALONE STATEMENT OF CASH FLOWS 7 | |||||||||||
| NOTES TO THE UNAUDITED INTERIM CONDENSED STANDALONE FINANCIAL STATEMENTS 8 |
| Assets | Note | 30 June 2018 | 31 December 2017 |
|---|---|---|---|
| Property, plant and equipment | 3 | 302 | 318 |
| Interests in subsidiaries | 4 | 2,109,775 | 2,109,775 |
| Other non-current financial assets | 75 | 75 | |
| Non-current loans advanced | 4 | - | 108,213 |
| Deferred tax assets | 865 | - | |
| Non-current assets | 2,111,017 | 2,218,381 | |
| Current loans advanced | 4 | 28,862 | - |
| Trade and other receivables | 5 | 85,389 | 59,577 |
| Income tax receivables | 551 | 13 | |
| Cash and cash equivalents | 8,299 | 4,413 | |
| Current assets | 123,101 | 64,003 | |
| Total assets | 2,234,118 | 2,282,384 | |
| Equity and liabilities | |||
| Equity | |||
| Share capital | 6 | 21,351 | 21,351 |
| Share premium | 625,240 | 625,240 | |
| Reserves | 622,533 | 358,023 | |
| Retained earnings | 50,415 | 438,624 | |
| Total equity | 1,319,539 | 1,443,238 | |
| Liabilities | |||
| Employee benefit liabilities | 128 | 128 | |
| Deferred tax liabilities | - | 3,993 | |
| Non-current liabilities | 128 | 4,121 | |
| Loans and borrowings | 7 | 704,081 | 639,582 |
| Liabilities to related parties under debt securities | 9 | 85,902 | 146,869 |
| Income tax liabilities | - | 200 | |
| Trade and other payables | 8 | 121,773 | 47,028 |
| Employee benefit liabilities | 2,695 | 1,346 | |
| Current liabilities | 914,451 | 835,025 | |
| Total liabilities | 914,579 | 839,146 | |
| Total equity and liabilities | 2,234,118 | 2,282,384 |
| 1 Jan 2018 – 30 Jun 2018 |
1 Jan 2017 – 30 Jun 2017 |
1 Apr 2018 – 30 Jun 2018 |
1 Apr 2017 – 30 Jun 2017 |
|
|---|---|---|---|---|
| Other operating income | 5,729 | 1,544 | 2,935 | 755 |
| General and administrative expenses | (13,064) | (17,198) | (6,007) | (8,517) |
| Other operating expenses | (98) | (957) | (46) | (924) |
| (Loss) from operating activities | (7,433) | (16,611) | (3,118) | (8,686) |
| Financial income | 74,564 | 378,206 | 70,959 | 338,995 |
| Financial expenses | (44,517) | (17,780) | (31,948) | (10,903) |
| Net financing income | 30,047 | 360,426 | 39,011 | 328,092 |
| Profit before tax | 22,614 | 343,815 | 35,893 | 319,406 |
| Income tax expense | 4,719 | (1,738) | 5,363 | 3,616 |
| Net profit for the reporting period | 27,333 | 342,077 | 41,256 | 323,022 |
| Other comprehensive income Items that may not be reclassified subsequently to profit or loss: |
||||
|---|---|---|---|---|
| Incentive program | 1,412 | - | 706 | - |
| Other comprehensive income | 1,412 | - | 706 | - |
| Total comprehensive income for the period | 28,745 | 342,077 | 41,962 | 323,022 |
| Basic and diluted earnings per share (in PLN) | 0.46 | 5.29 | 0.70 | 4.99 |
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| 1 Jan 2018 – 30 Jun 2018 |
1 Jan 2017 – 30 Jun 2017 |
|
|---|---|---|
| Cash flows from operating activities | ||
| Net profit | 27,333 | 342,077 |
| Adjustments | (24,935) | (352,844) |
| Depreciation and amortization | 16 | 19 |
| Foreign exchange losses/(gains) | 31,001 | (23,195) |
| Dividends and interest for the period | (61,048) | (337,231) |
| Income tax expense | (4,719) | 1,738 |
| Changes in working capital: | ||
| Movement in trade and other receivables | 8,844 | (3,801) |
| Movement in inventories | - | (7) |
| Movement in trade and other payables | (1,790) | 10,807 |
| Movement in employee benefit liabilities | 1,349 | (1,174) |
| Other adjustments | 1,412 | - |
| Cash flows from operating activities | 2,398 | (10,767) |
| Interest received | 18 | 10 |
| Interest paid | (1) | - |
| Income tax paid | (878) | 1,050 |
| Net cash from operating activities | 1,537 | (9,707) |
| Cash flows from investing activities | ||
| Dividends received | 41,474 | - |
| Acquisition of a subsidiary | (222) | - |
| Acquisition of property, plant and equipment and intangible assets | - | (4) |
| Proceeds from repayment of loans advanced | 82,000 | - |
| Net cash flows from investing activities | 123,252 | (4) |
| Cash flows from financing activities | ||
| Redemption of debt securities | (1,273,652) | (793,938) |
| Issue of debt securities | 1,212,734 | 805,885 |
| Draw-down of loans and borrowings from subsidiaries | 37,305 | - |
| Other financial proceeds | 410 | - |
| Repurchase of own shares | (81,279) | - |
| Interest paid | (15,443) | (4,932) |
| Other financial expenditures | (979) | - |
| Net cash flows from financing activities | (120,904) | 7,015 |
| Total net cash flows | 3,885 | (2,696) |
| Balance sheet change in cash, including: | 3,885 | (2,696) |
| Net cash flow | 3,885 | (2,696) |
| Cash and cash equivalents at the beginning of the reporting period | 4,413 | 4,677 |
| Cash at the end of the period | 8,298 | 1,981 |
| 1. | GENERAL INFORMATION 9 | |
|---|---|---|
| 2. | BASIS OF PREPARATION 9 | |
| 3. | PROPERTY, PLANT AND EQUIPMENT 10 | |
| 4. | INVESTMENTS IN SUBSIDIARIES 10 | |
| 5. | TRADE AND OTHER RECEIVABLES 11 | |
| 6. | EQUITY 11 | |
| 7. | LOANS AND BORROWINGS 13 | |
| 8. | TRADE AND OTHER PAYABLES 16 | |
| 9. | LIABILITIES TO RELATED PARTIES UNDER DEBT SECURITIES 16 | |
| 10. | FINANCIAL INSTRUMENTS 17 | |
| 11. | CONTINGENT LIABILITIES AND SECURITY 17 | |
| 12. | MATERIAL RELATED PARTY TRANSACTIONS 17 | |
| 13. | EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD 19 |
Pfleiderer Group S.A. ("Company") is the Parent and a holding company domiciled in Poland whose shares are publicly traded.
The Company has been registered by the District Court of Białystok, 12th Commercial Division of the National Court Register, under entry no. KRS 0000011422.
The Company's registered office is Wrocław at ul. Strzegomska 42AB.
As at 30 June 2018, Pfleiderer Group S.A. was the Parent of the following companies:
Moreover, as at 30 June 2018, Pfleiderer Group S.A. held a 100% stake in Blitz 11-446 GmbH (of which 50% directly and 50% indirectly through PCF GmbH).
These interim condensed standalone financial statements have been prepared in accordance with the requirements of IAS 34 "Interim financial reporting", as endorsed by the European Union, and in accordance with the Minister of Finance Regulation of 19 February 2009 on current and periodic information provided by issuers of securities and conditions of recognition as equivalent information required by the law of a non-member state (consolidated text: Journal of Laws of 2014 Item 133) ("Regulation").
The Company's interim condensed standalone financial statements are published along with the interim condensed consolidated financial statements of the Pfleiderer Group S.A. Group. In order to gain a full understanding of the Company's financial result and financial standing, these financial statements should be read in conjunction with the said interim condensed consolidated financial statements of the Pfleiderer Group S.A. Group.
The presentation currency of the Company's financial statements is the Polish zloty. All values, unless indicated otherwise, have been rounded to thousands.
The Company's interim condensed standalone financial statements for the period from 1 January 2018 to 30 June 2018 were approved for publication by the Company's Management Board on 30 September 2018.
These interim condensed standalone financial statements have been prepared in accordance with the accounting principles (policy) described in the audited financial statements of Pfleiderer Group S.A. for the financial year ended 31 December 2017.
The accounting policy adopted by the Company was applied to all periods presented in these interim condensed financial statements, except in certain specific cases, as described below.
In the period from 1 January 2018 to 30 June 2018, the Company recognized income from the reversal of provisions and costs from the additions to provisions in general and administrative expenses, because the movement in provisions, resulting in the recognition of such income and costs, pertains to general and administrative expenses. In order to ensure the comparability of data presented in the financial statements, the following restatements of comparative data have been made:
The preparation of interim financial statements in compliance with EU IFRS requires the Management Board to make estimates and assumptions that affect the adopted accounting policy and the presented values of assets, liabilities, revenues and costs, the actual values of which may differ from the estimated values.
All estimates and related assumptions are revised on an ongoing basis. A change in accounting estimates is recognized in the period in which the estimate was changed or in the current and future periods if the change in the estimate applies both to the current period and to future periods.
The Company reviews its assets on an ongoing basis and, if necessary, recognizes impairment losses in its statement of profit and loss. Furthermore, the lives of fixed assets are periodically reviewed along with factors affecting the recoverable amount of non-current assets. The amount of provisions resulting from future retirement and disability pension liabilities is determined using the actuarial method based on the adopted assumptions.
In the period from 1 January 2018 to 30 June 2018, there was no significant change in any material estimates or judgments made in respect of the Company's most recent annual standalone financial statements for the financial year ended 31 December 2017.
Property, plant and equipment as at 30 June 2018 consist of, without limitation, IT hardware and office equipment.
The Company's investments in subsidiaries comprise:
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Interests in subsidiaries | 2,109,775 | 2,109,775 |
| Non-current loans advanced to subsidiaries | - | 108,213 |
| Current loans advanced to subsidiaries | 28,862 | - |
| 2,138,637 | 2,217,988 |
In the period from 1 January 2018 to 30 June 2018, Pfleiderer Group S.A. accrued interest of PLN 2,649 thousand on loans advanced.
On 29 June 2018, Pfleiderer MDF Grajewo Sp. z o.o. transferred PLN 82,000 thousand to the Pfleiderer Group S.A. as repayment of the loans advanced to it.
In accordance with the agreement entered into by and between Pfleiderer Group S.A. and Pfleiderer MDF Grajewo Sp. z o.o., the loan repayment date falls on 28 February 2019, hence as at the reporting date the loan is presented in current receivables.
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Trade receivables and advances from other parties | 15 | - |
| Trade receivables and advances from related parties | 13,854 | 17,630 |
| Dividend receivables from related parties | 66,616 | 41,472 |
| Current prepayments and accrued income | 4,847 | 137 |
| Current VAT receivables | 2 | 200 |
| Other receivables | 55 | 138 |
| Total | 85,389 | 59,577 |
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Par value of share capital in PLN | 21,351,332 | 21,351,332 |
| Number of ordinary shares | 64,701,007 | 64,701,007 |
| Par value per share (in PLN) | 0.33 | 0.33 |
In the reporting period, the Company did not record any changes in its share capital.
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Statutory reserves in PLN | 95,445 | 104,604 |
| Other reserves | 509,555 | 237,298 |
On 11 June 2018, the Company's Ordinary General Meeting of Shareholders adopted Resolution No. 4 on the distribution of net profit earned in the period from 1 January 2017 to 31 December 2017, under which a portion of the profit in the amount of PLN 344,377 thousand was allocated to the Company's statutory reserves.
On the same day the Company's Ordinary General Meeting of Shareholders adopted Resolutions No. 24 and 25 regarding the approval of the share purchase program and creation of reserve capital intended for its implementation. It was decided to transfer the reserve capital created under Resolution No. 9 of the Ordinary General Meeting of the Company on 21 June 2017 in the amount of PLN 156,019 thousand for reserve capital created for purpose of implementation the Program, thus dissolving the reserve capital created pursuant to Resolution No. 9. In addition, it was decided to transfer the amount of PLN 164,072 thousand and PLN 189,465 thousand from the supplementary capital (from the funds of this capital derived from profits, which may be allocated for the dividends payment) to reserve capital created for the purposes of the program implementation.
The shareholding structure as at the reporting date was as follows:
| Shareholder structure as at 30 June 2018 |
Number of shares |
Ownership interest |
Number of votes at GM |
% of votes at GM |
|---|---|---|---|---|
| Strategic Value Partners LLC | 19,183,149 | 29.65% | 19,183,149 | 29.65% |
| Atlantik S.A. | 12,474,561 | 19.28% | 12,474,561 | 19.28% |
| Aviva OFE Aviva BZ WBK | 6,241,000 | 9.65% | 6,241,000 | 9.65% |
| Pfleiderer Group S.A. | 5,396,933 | 8.34% | 5,396,933 | 8.34% |
| Other shareholders | 21,405,364 | 33.08% | 21,405,364 | 33.08% |
| Total | 64,701,007 | 100% | 64,701,007 | 100% |
In accordance with the notifications received from shareholders, the following transactions took place in 2018 involving shares in Pfleiderer Group S.A.:
On 15 February 2018, the Company received a notification from its shareholder Nationale Nederlanden OFE on the sale of the Company's shares as part of the share repurchase program announced by the Company. Following the settlement of the transaction, Nationale Nederlanden OFE holds 3,102,115 shares in the Company, representing 4.79% of its share capital and entitling the holder to 3,102,115 votes at the Company's General Meeting of Shareholders, or 4.79% of the total number of votes at the Company's General Meeting of Shareholders.
On 12 October 2017, the Company repurchased 3,235,050 of its own shares. The repurchase of the shares was based on an invitation to submit offers for the sale of the shares in the Company announced by the Company on 20 September 2017. Furthermore, the repurchase of the shares was made in connection with the share repurchase program approved by a resolution adopted by the Ordinary General Meeting of Shareholders on 21 June 2017. The purchase price was PLN 47 per share. The total price of all the purchased shares was PLN 152,047,350. The costs associated with the repurchase of the shares stood at PLN 654 thousand.
On 7 February 2018, the Company repurchased 2,150,883 shares with a par value of PLN 0.33 each. The purchase price was PLN 37.50 per share. The total price for all of the purchased shares was PLN 80,658,112.50.
On 27 February 2018, the Company repurchased 11,000 shares with a par value of PLN 0.33 each. The purchase price was PLN 37.50 per share. The total price for all of the purchased shares was PLN 412,500.00.
The total number of shares repurchased by the Company as at 30 June 2018 was 5,396,933. The total par value of all repurchased shares was PLN 1,780,987.89, representing 8.34% of the Company's share capital.
Pursuant to a resolution of the Company's Ordinary General Meeting of Shareholders dated 21 June 2017, the shares repurchased under the program may be: (i) offered to eligible individuals authorized to purchase the shares under the incentive program adopted by the Company; (ii) redeemed; or (iii) otherwise disposed of by the Company's Management Board with a view to pursuing the needs resulting from the Company's business.
On 24 August 2018 the Company purchased 7 543 268 treasury shares, representing approximately 11.66% of the share capital. The purchase of the treasury shares was concluded based on an invitation to submit offers for the sale of the shares in the Company announced by the Company on 4 August 2018. The purchase price for the treasury shares amounted to PLN 40 per one share. The total price for all of the purchased shares amounted to PLN 301 730 720. The treasury shares were purchased in connection with the implementation of the treasury share repurchase programme approved under the resolution no. 24 of the Company's Annual General Meeting of the Shareholders dated 11 June 2018.
Pursuant to the resolution no. 24 of the Ordinary General Meeting of Shareholders of the Company dated 11 June 2018, the shares purchased under the programme may be: (i) redeemed; or (ii) otherwise disposed of by the Management Board of the Company, subject to a consent of the Supervisory Board, with a view to the needs resulting from the Company's business.
After purchasing the shares, as at the date of publication of this report, the Company holds 12,940,201 dematerialized ordinary bearer shares with a nominal value of PLN 0.33 representing 20% of the Company's share capital and is entitled to 12,940,201 votes at the general meeting of the Company.
| Shareholder structure as at the publication date |
Number of shares |
Ownership interest |
Number of votes at GM |
% of votes at GM |
|---|---|---|---|---|
| Strategic Value Partners LLC | 19,183,149 | 29.65% | 19,183,149 | 29.65% |
| Atlantik S.A. | 12,474,561 | 19.28% | 12,474,561 | 19.28% |
| Aviva OFE Aviva BZ WBK | 6,241,000 | 9.65% | 6,241,000 | 9.65% |
| Pfleiderer Group S.A. | 12,940,201 | 20,00% | 12,940,201 | 20% |
| Other shareholders | 13,862,096 | 21,42% | 13,862,096 | 21,42% |
| Total | 64,701,007 | 100% | 64,701,007 | 100% |
*) According to data from last General Meeting of Shareholders
On 11 June 2018, the Company's Ordinary General Meeting of Shareholders adopted Resolution No. 4 on the distribution of net profit earned in the period from 1 January 2017 to 31 December 2017, under which a portion of the profit in the amount of PLN 71,165 thousand was allocated to a dividend payout to the Company's shareholders in the amount of PLN 1.20 per share.
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Current liabilities | ||
| Loans from related parties | 154,304 | 108,935 |
| Other financial liabilities | 549,777 | 530,647 |
| Total | 704,081 | 639,582 |
As part of its efforts aimed at optimizing the financing structure of the Pfleiderer Group, on 13 April 2017 Pfleiderer Group S.A., PCF GmbH and certain of its German and Polish subsidiaries, Credit Suisse International, Deutsche Bank AG, London Branch, Goldman Sachs Bank USA and others as mandated lead arrangers, Wilmington Trust (London) Limited and Trigon Dom Maklerski S.A. as security agents ("Security Agent") and others entered into a EUR 450,000 thousand senior facilities agreement, the initial utilization of which took place on 1 August 2017. Pfleiderer used the amounts of these facilities to repay its secured senior notes issued on 27 June 2014 (PCF GmbH) and repay existing loans under the credit facility agreements originally dated 4 July 2014 and for general corporate purposes and working capital requirements of the Group.
The EUR 450,000 thousand is divided into Term Loan B ("TLB") of EUR 350,000 thousand (PCF GmbH) with a tenor of seven years (fully drawn) and the Revolving Credit Facilities with a tenor of five years amounting to EUR 50,000 thousand (Revolving Facility 1) and PLN 211,480 thousand (Revolving Facility 2).
As at the reporting date, these Revolving Credit Facilities were not drawn in cash, whilst bank guarantees were issued under Revolving Facility 2 for the total amount of PLN 6,265 thousand as well as Letters of Credit in the amount of PLN 14,763 thousand (EUR 3,385 thousand). Revolving Facility 1 has been partially drawn for bank guarantees of EUR 2,296 thousand and PLN 520 thousand (EUR 119 thousand) as well as Letters of Credit in the amount of EUR 5,040 thousand. Interest on cash drawings is accrued at EURIBOR (for drawings in EUR) plus margin, WIBOR (for drawings in PLN) plus margin or LIBOR (for drawings in other currencies) plus margin.
The repayment terms and schedules of bank loans as at 30 June 2018 were as follows:
| As 30 Ju at |
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P L N |
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P L N |
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|
| 2 1 1, 4 8 0 |
2 1, 0 9 8 |
1 9 0, 3 8 2 |
On 25 September 2017, PCF GmbH as the lender and Pfleiderer Group S.A. as the borrower entered into a loan agreement for EUR 36,849 thousand. The purpose of the agreement was to provide financing for the repurchase of own shares. The amount of the loan was transferred on 2 October 2017.
On 16 March 2018, Pfleiderer Group S.A. repaid EUR 293 thousand in interest on the loan.
As at 30 June 2018, Pfleiderer Group S.A.'s debt under the loan was EUR 26,253 thousand (PLN 114,507 thousand).
On 30 January 2018, PCF GmbH as the lender and Pfleiderer Group S.A. as the borrower entered into a loan agreement for EUR 15,000 thousand. The purpose of the agreement was to provide financing for the repurchase of own shares. The loan was transferred on 2 February 2018. Subsequently, on 6 February 2018, an unused amount of EUR 6,000 thousand was repaid to the lender.
As at 30 June 2018, Pfleiderer Group S.A.'s debt under the loan was EUR 9,124 thousand (PLN 39,797 thousand).
In connection with the acquisition of the subsidiary PCF GmbH, on 5 October 2015 Pfleiderer Group S.A. entered into an agreement with Atlantik S.A. under which Pfleiderer Group S.A. took over Atlantik S.A.'s obligation to Pfleiderer Service GmbH (on 1 June 2016 Pfleiderer Service GmbH merged with PCF GmbH) regarding sale, by Pfleiderer Service GmbH to Atlantik S.A., of all shares in Pfleiderer Group S.A. held by Pfleiderer Service GmbH after the settlement of the Private Placement.
On 16 March 2018, Pfleiderer Group S.A. repaid EUR 3,050 thousand in interest on the loan.
As at 30 June 2018, Pfleiderer Group S.A.'s debt under the loan was EUR 126,049 thousand (PLN 549,777 thousand).
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Trade payables to other parties | 2,766 | 1,948 |
| Trade payables to related parties | 3,079 | 3,434 |
| Dividend payables | 71,165 | - |
| Liabilities on account of a penalty imposed by OCCP | 17,006 | 17,418 |
| Current VAT liabilities | 282 | 1,815 |
| Other payables | 27,475 | 22,413 |
| Total | 121,773 | 47,028 |
| 30 June 2018 | 31 December 2017 | |
|---|---|---|
| Liabilities to related parties under debt securities | 85,902 | 146,869 |
| Total | 85,902 | 146,869 |
Liabilities on account of debt securities in the amount of PLN 85,902 thousand as at 30 June 2018 (PLN 146,869 thousand as at 31 December 2017) result from outstanding commercial securities in the form of short-term bonds. The notes have been purchased by the subsidiary Pfleiderer Wieruszów Sp. z o.o.
The notes were issued under a bond issue agreement entered into with a bank. The maximum amount of simultaneous issues under the bond issue program is PLN 500,000 thousand.
The fair values of financial assets and liabilities approximate their carrying amounts as at 30 June 2018 and 31 December 2017.
As at 30 June 2018, the Company did not recognize any material contingent liabilities.
Pfleiderer Group S.A.'s transactions with related parties in the periods from 1 January 2018 to 30 June 2018 and from 1 January 2017 to 30 June 2018 were as follows:
| 1 Jan 2018 – 30 Jun 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Related party | Revenue from sales of services |
Financial income |
Dividend income |
Purchase of services |
Finance costs | ||
| Pfleiderer MDF Grajewo Sp. z o.o. | 45 | 2,649 | - | - | - | ||
| Pfleiderer Wieruszów Sp. z o.o. | 729 | 1 | - | 10 | 1,299 | ||
| Pfleiderer Silekol Sp. z o.o. | 44 | 1 | - | - | - | ||
| Pfleiderer Grajewo Sp. z o.o. | 48 | 1 | - | 15 | - | ||
| PCF GmbH | 755 | 5,277 | - | 888 | 10,803 | ||
| Pfleiderer Polska Sp. z o.o. | 6,966 | - | 66,616 | 443 | - | ||
| Pfleiderer Deutschland GmbH | 755 | - | - | 81 | - | ||
| Total | 9,342 | 7,929 | 66,616 | 1,437 | 12,102 |
| 1 Jan 2017 – 30 Jun 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Related party | Revenue from sales of services |
Financial income |
Dividend income |
Purchase of services |
Finance costs | ||
| Pfleiderer MDF Grajewo Sp. z o.o. | 167 | 2,724 | - | 1 | - | ||
| Pfleiderer Wieruszów Sp. z o.o. | 333 | 349 | - | 37 | 1,105 | ||
| Pfleiderer Silekol Sp. z o.o. | 89 | 205 | - | - | |||
| Pfleiderer Grajewo Sp. z o.o. | 210 | 95 | - | 118 | - | ||
| PCF GmbH | - | - | 336,318 | 7,234 | 11,767 | ||
| Pfleiderer Polska Sp. z o.o. | 1,387 | - | 773 | 77 | - | ||
| Pfleiderer Deutschland GmbH | 691 | - | - | 300 | - | ||
| Total | 2,877 | 3,373 | 337,091 | 7,767 | 12,872 |
As at 30 June 2018 and 31 December 2017, the balance of the Company's settlements with related parties was as follows:
| 30 June 2018 | 31 December 2017 | |||||
|---|---|---|---|---|---|---|
| Related party | Loans advanced |
Dividend receivables |
Trade receivables |
Loans advanced |
Dividend receivables |
Trade receivables |
| Pfleiderer MDF Grajewo Sp. z o.o. | 28,862 | - | 54 | 108,213 | - | 14 |
| Pfleiderer Wieruszów Sp. z o.o. | - | - | 54 | - | - | 141 |
| Pfleiderer Polska Sp. z o.o. | - | 66,616 | 2,196 | - | 41,472 | 12,350 |
| Pfleiderer Silekol Sp. z o.o. | - | - | 54 | - | - | 89 |
| Jura Polska Sp. z o.o. | - | - | - | - | - | 24 |
| Pfleiderer Grajewo Sp. z o.o. | - | - | 56 | - | - | 52 |
| PCF GmbH | - | - | 10,112 | - | - | 4,169 |
| Pfleiderer Deutschland GmbH | - | - | 1,328 | - | - | 791 |
| Total | 28,862 | 66,616 | 13,854 | 108,213 | 41,472 | 17,630 |
| 30 June 2018 | 31 December 2017 | ||||
|---|---|---|---|---|---|
| Related party | Balance of financial liabilities (bonds, loans) |
Balance of trade liabilities |
Balance of financial liabilities (bonds, loans) |
Balance of trade liabilities |
|
| Pfleiderer Wieruszów Sp. z o.o. | 85,902 | 1 | 146,869 | - | |
| Pfleiderer Polska Sp. z o.o. | - | 190 | - | 1,147 | |
| Pfleiderer Silekol Sp. z o.o. | - | - | - | 40 | |
| Pfleiderer Grajewo Sp. z o.o. | - | 6 | - | 9 | |
| PCF GmbH | 704,081 | 2,636 | 639,583 | 2,081 | |
| Pfleiderer Deutschland GmbH | - | 246 | - | 157 | |
| Total | 789,983 | 3,079 | 786,452 | 3,434 |
All transactions with related parties were executed on an arm's length basis.
The remunerations of Members of Pfleiderer Group S.A.'s Management Board and Supervisory Board (including bonuses), paid and payable, for the reporting period were as follows:
| 1 Jan 2018 – 30 Jun | 1 Jan 2017 – 30 Jun | |
|---|---|---|
| 2018 | 2017 | |
| Remunerations of Management Board Members | 4,355 | 3,339 |
| Remunerations of Supervisory Board Members | 1,342 | 1,557 |
| Total | 5,697 | 4,896 |
As at 30 June 2018 and 31 December 2017, Members of the Pfleiderer Group S.A. Management Board and Supervisory Board did not have any outstanding debt toward the Company under any loans.
On 20 September 2017, the Company's Supervisory Board adopted a resolution regarding the determination of the terms of a long-term incentive program for selected members of the Company's Management Board ("Management Board LTIP").
On 18 October 2017, the Extraordinary General Meeting of Shareholders adopted a resolution regarding the determination of the terms of a long-term incentive program for selected members of the Company's Supervisory Board in the form determined by the Supervisory Board ("Supervisory Board LTIP" and, together with the Management Board LTIP, "LTIP").
A detailed description of the program was provided by the Company in its annual standalone financial statements for 2017.
In the period from 1 January 2018 to 30 June 2018, the Company recognized PLN 1,412 thousand in expenses related to the Program.
On 10 July 2018, the Company paid a dividend for 2017 in the amount of PLN 71,165 thousand, or PLN 1.20 per share, to its shareholders.
In order to optimizing the Group's financial liquidity management Pfleiderer Group S.A. after 30 June 2018 carried out 6 issues of commercial paper in a form of short-term notes. The notes were issued under agreement executed with Bank PEKAO S.A. in accordance with a Polish Bonds Act of 29 June 1995 r. as PLN-denominated, unsecured, zero-coupon bearer securities. The notes are redeemed at par value. The notes were acquired by subsidiary Pfleiderer Wieruszów Sp. z o.o. and Pfleiderer Polska Sp. z o.o. As a result of these transactions, Pfleiderer Group S.A. will pay interests in amount of PLN 294 thousand.
On 25 July 2018, the General Meeting of Shareholders of PCF GmbH adopted a resolution under which it distributed a dividend to Pfleiderer Group S.A. in the amount of EUR 1,719 thousand (PLN 7,399 thousand). The dividend was settled on 31 July 2018 under a separate agreement by setting off the above receivable against a loan obtained from PCF GmbH.
On 31 July 2018, Pfleiderer Group S.A. and it's subsidiary PCF Gmbh obtained additional financing by singing an agreement amending the terms of the Senior Facilities Agreement dated on 13 April 2017.
The changes came into force on 2 August 2018. The total amount of the secured senior term loan B ("TLB") was increased from EUR 350,000 thousand up to EUR 445,000 thousand (PCF GmbH). Amounts of Revolving Credit Facilities in the amount of EUR 50,000 thousand and PLN 211,480 thousand have not changed.
On 8 August 2018 Pfleiderer Group S.A. sign an loan agreement with its subsidiary PCF GmbH under which Pfleiderer Group S.A. received EUR 95,000 thousand. The funds obtained were used to finance the share buy back program carried out on 24 August 2018.
On 24 August 2018 the Company repurchased 7,543,268 own shares with a par value of PLN 0.33 each representing 11.66 % of the Company's share capital. The purchase of shares took place as a part of the invitation to submit offers to sell Company's shares announced on 4 August 2018. The purchase price was PLN 40 per share. The total price of all the purchased shares was PLN 301,730,720.
After purchasing the shares, as at the date of publication of this report, the Company holds 12,940,201 dematerialized ordinary bearer shares with a nominal value of PLN 0.33 representing 20% of the Company's share capital and is entitled to 12,940,201 votes at the general meeting of the Company.
Tom K. Schäbinger President of the Management Board
Member of the Management Board, Chief Financial Officer
Dirk Hardow
Member of the Management Board, Chief Operating Officer
Ivo Schintz Member of the Management Board, Chief Commercial Officer
Wrocław, 30 September 2018
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