Quarterly Report • Aug 29, 2018
Quarterly Report
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Interim condensed consolidated financial statements for the six months ended June 30th 2018, prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by the European Union
Interim condensed consolidated statement of profit or loss and other comprehensive income 3
| Interim condensed consolidated statement of financial position 5 | |
|---|---|
| Interim condensed consolidated statement of changes in equity 7 | |
| Interim condensed consolidated statement of cash flows 9 | |
| 1. Description of the Group11 | |
| 1.1. The Group's organisational structure 11 |
|
| 1.2. Changes in the Group's structure 13 |
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| 2. Significant events in the reporting period 16 | |
| 3. Basis of preparation of the interim condensed consolidated financial statements17 | |
| 3.1. Statement of compliance and general basis of preparation17 |
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| 3.2. Changes in applied accounting policies 18 |
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| 4. Selected notes and supplementary information 29 | |
| 4.1. Notes29 |
|
| Business segment reporting 29 | |
| Note 1 Revenue from contracts with customers35 | |
| Note 2 Operating expenses 37 | |
| Note 3 Other income38 | |
| Note 4 Other expenses 39 | |
| Note 5 Finance income 40 | |
| Note 6 Finance costs 41 | |
| Note 7 Income tax 42 | |
| Note 7.1 Income tax disclosed in the statement of profit or loss 42 | |
| Note 7.2 Effective tax rate 43 | |
| Note 7.3 Income tax disclosed in other comprehensive income44 | |
| Note 7.4 Deferred tax assets and liabilities 45 | |
| Note 8 Earnings per share 46 | |
| Note 9 Property, plant and equipment 46 | |
| Note 10 Intangible assets 48 | |
| Note 11Cashand cash equivalents48 | |
| Note12 Borrowings 49 | |
| Note 13Employee benefit obligations 50 | |
| Note 14 Provisions50 | |
| Note 15 Other material changes in the statement of financial position 50 | |
| Note 16 Financial instruments51 | |
| Note 17 Contingent liabilities, contingent assets and guarantees 55 | |
| Note 18 Related-party transactions 55 | |
| Note 19 Capital commitments 57 | |
| Note 20 Accounting estimates and assumptions 57 | |
| 4.2. Events after the reporting period that could affect financial results in the future 58 |
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| 4.3. Dividend58 |
|
| 4.4. Seasonality of operations 59 |
| for the period | for the period | for the period | for the period | ||
|---|---|---|---|---|---|
| Jan 1− | Jan 1− | Apr 1− | Apr 1− | ||
| Note | Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| Profit/loss | unaudited | unaudited | unaudited | unaudited | |
| Revenue | 1 | 4,877,029 | 4,869,691 | 2,379,927 | 2,182,297 |
| Cost of sales | 2 | (3,969,147) | (3,704,601) | (2,046,519) | (1,692,290) |
| Gross profit Selling and distribution |
907,882 | 1,165,090 | 333,408 | 490,007 | |
| expenses | 2 | (310,160) | (338,005) | (161,650) | (162,357) |
| Administrative expenses | 2 | (382,405) | (344,088) | (197,470) | (171,643) |
| Other income | 3 | 24,330 | 26,748 | 12,941 | 13,876 |
| Other expenses | 4 | (43,192) | (67,683) | (29,204) | (46,651) |
| Operating profit/(loss) | 196,455 | 442,062 | (41,975) | 123,232 | |
| Finance income | 5 | 48,163 | 31,454 | 42,050 | 17,505 |
| Finance costs | 6 | (84,145) | (38,751) | (72,227) | (25,606) |
| Net finance costs | (35,982) | (7,297) | (30,177) | (8,101) | |
| Share of profit of equity accounted investees |
7,191 | 8,605 | 3,296 | 5,031 | |
| Profit before tax | 167,664 | 443,370 | (68,856) | 120,162 | |
| Income tax | 7 | (43,191) | (65,699) | 5,351 | 2,249 |
| Net profit/(loss) | 124,473 | 377,671 | (63,505) | 122,411 | |
| Other comprehensive income Items that will not be reclassified to profit or loss Actuarial losses from defined benefit plans |
(13,016) | (7,785) | (13,016) | (7,785) | |
| Other income Tax on items that will not be reclassified to profit or |
- | 6 | - | 6 | |
| loss | 2,472 | 1,479 | 2,472 | 1,479 | |
| (10,544) | (6,300) | (10,544) | (6,300) |
| for the period | for the period | for the period | for the period | ||
|---|---|---|---|---|---|
| Jan 1− | Jan 1− | Apr 1− | Apr 1− | ||
| Note | Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | ||
| Items that are or may be | |||||
| reclassified to profit or loss | |||||
| Cash flow hedging – effective portion of change |
|||||
| in fair-value measurement | (24,244) | 20,725 | (19,464) | (867) | |
| Exchange differences on | |||||
| translating foreign | |||||
| operations | 2,728 | 1,690 | 2,593 | 2,185 | |
| Tax on items that are or | |||||
| may be reclassified to profit or loss |
4,607 | (3,938) | 3,699 | 177 | |
| Total other comprehensive | (16,909) | 18,477 | (13,172) | 1,495 | |
| income | (27,453) | 12,177 | (23,716) | (4,805) | |
| Comprehensive income for | |||||
| the year | 97,020 | 389,848 | (87,221) | 117,606 | |
| Net profit attributable to: | |||||
| Owners of the Parent | 123,638 | 335,502 | (48,293) | 104,450 | |
| Non-controlling interests | 835 | 42,169 | (15,212) | 17,961 | |
| Comprehensive income for | |||||
| the year attributable to: | |||||
| Owners of the Parent | 99,431 | 344,672 | (69,146) | 98,446 | |
| Non-controlling interests | (2,411) | 45,176 | (18,075) | 19,160 | |
| Earnings per share: | 8 | ||||
| Basic (PLN) | 1.25 | 3.38 | (0.49) | 1.05 | |
| Diluted (PLN) | 1.25 | 3.38 | (0.49) | 1.05 |
| Note | as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|---|
| unaudited | audited | ||
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 9 | 6,925,761 | 6,779,748 |
| Perpetual usufruct of land | 471,692 | 476,616 | |
| Intangible assets | 10 | 375,203 | 395,755 |
| Goodwill | 32,468 | 32,468 | |
| Investment property | 45,696 | 49,649 | |
| Shares | 8,595 | 14,690 | |
| Equity-accounted investees | 82,670 | 111,059 | |
| Other financial assets | 2,408 | 2,226 | |
| Other receivables | 139,516 | 137,850 | |
| Deferred tax assets | 7.4 | 60,831 | 69,583 |
| Other assets | 349 | 337 | |
| Total non-current assets | 8,145,189 | 8,069,981 | |
| Current assets | |||
| Inventories | 1,048,788 | 1,003,214 | |
| Property rights | 230,338 | 188,887 | |
| Derivative financial instruments | - | 2,284 | |
| Other financial assets | 9,611 | 253,684 | |
| Current tax assets | 13,832 | 24,248 | |
| Trade and other receivables | 1,391,937 | 1,088,424 | |
| Cash and cash equivalents | 11 | 1,088,796 | 1,085,885 |
| Other assets | 13,986 | 10,882 | |
| Assets held for sale | 10,970 | 10,555 | |
| Total current assets | 3,808,258 | 3,668,063 | |
| Total assets | 11,953,447 | 11,738,044 |
| Note | as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|---|
| unaudited | audited | ||
| Equity and liabilities | |||
| Equity | |||
| Share capital | 495,977 | 495,977 | |
| Share premium | 2,418,270 | 2,418,270 | |
| Hedging reserve | (4,230) | 15,407 | |
| Exchange differences on translating foreign | |||
| operations | 3,985 | (233) | |
| Retained earnings, including: | 3,897,343 | 3,926,338 | |
| Net profit for the year | 123,638 | 456,663 | |
| Equity attributable to owners of the Parent | 6,811,345 | 6,855,759 | |
| Non-controlling interests | 627,704 | 587,648 | |
| Total equity | 7,439,049 | 7,443,407 | |
| Liabilities | |||
| Borrowings | 12 | 1,529,586 | 1,564,879 |
| Other financial liabilities | 33,744 | 39,592 | |
| Employee benefit obligations | 13 | 357,233 | 336,781 |
| Trade and other payables | 5,511 | 4,456 | |
| Provisions | 14 | 134,107 | 122,740 |
| Government grants received | 123,392 | 90,585 | |
| Deferred tax liabilities | 7.4 | 177,087 | 177,588 |
| Total non-current liabilities | 2,360,660 | 2,336,621 | |
| Borrowings | 12 | 115,470 | 70,209 |
| Derivative financial instruments | 5,110 | - | |
| Other financial liabilities | 62,568 | 31,484 | |
| Employee benefit obligations | 13 | 43,118 | 42,316 |
| Current tax liabilities | 2,316 | 8,916 | |
| Trade and other payables | 1,826,932 | 1,769,199 | |
| Provisions | 14 | 26,582 | 29,805 |
| Government grants received | 71,642 | 6,087 | |
| Total current liabilities | 2,153,738 | 1,958,016 | |
| Total liabilities | 4,514,398 | 4,294,637 | |
| Total equity and liabilities | 11,953,447 | 11,738,044 |
| Share capital | Share premium |
Hedging reserve | Exchange differences on translating foreign operations |
Retained earnings |
Equity attributable to owners of the Parent |
Non-controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|
| Balance as at January 1st 2018 | 495,977 | 2,418,270 | 15,407 | (233) | 3,926,338 | 6,855,759 | 587,648 | 7,443,407 |
| Effect of IFRS 9 and IFRS 15 implementation |
- | - | - | - | (7,389) | (7,389) | (410) | (7,799) |
| Balance as at January 1st 2018, adjusted |
495,977 | 2,418,270 | 15,407 | (233) | 3,918,949 | 6,848,370 | 587,238 | 7,435,608 |
| Profit or loss and other comprehensive income |
||||||||
| Net profit | - | - | - | - | 123,638 | 123,638 | 835 | 124,473 |
| Other comprehensive income | - | - | (19,637) | 4,218 | (8,788) | (24,207) | (3,246) | (27,453) |
| Total profit or loss and other comprehensive income |
- | - | (19,637) | 4,218 | 114,850 | 99,431 | (2,411) | 97,020 |
| Transactions with owners, recognised directly in equity |
||||||||
| Dividends | - | - | - | - | (123,995) | (123,995) | (20,369) | (144,364) |
| Total contributions by and distributions to owners |
- | - | - | - | (123,995) | (123,995) | (20,369) | (144,364) |
| Changes in the Group's structure | - | - | - | - | (12,243) | (12,243) | 2,145 | (10,098) |
| Total transactions with owners | - | - | - | - | (136,238) | (136,238) | (18,224) | (154,462) |
| Loss of control over a subsidiary | - | - | - | - | - | - | 60,889 | 60,889 |
| Other | - | - | - | - | (218) | (218) | 212 | (6) |
| Balance as at June 30th 2018 (unaudited) |
495,977 | 2,418,270 | (4,230) | 3,985 | 3,897,343 | 6,811,345 | 627,704 | 7,439,049 |
| Share capital | Share premium |
Hedging reserve | Exchange differences on translating foreign operations |
Retained earnings |
Equity attributable to owners of the Parent |
Non-controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|
| Balance as at January 1st 2017 | 495,977 | 2,418,270 | (7,105) | 2,319 | 3,553,237 | 6,462,698 | 576,774 | 7,039,472 |
| Profit or loss and other comprehensive income |
||||||||
| Net profit | - | - | - | - | 335,502 | 335,502 | 42,169 | 377,671 |
| Other comprehensive income | - | - | 16,787 | (2,431) | (5,186) | 9,170 | 3,007 | 12,177 |
| Total profit or loss and other comprehensive income |
- | - | 16,787 | (2,431) | 330,316 | 344,672 | 45,176 | 389,848 |
| Transactions with owners, recognised directly in equity |
||||||||
| Dividends | - | - | - | - | (78,364) | (78,364) | (21,949) | (100,313) |
| Total contributions by and distributions to owners |
- | - | - | - | (78,364) | (78,364) | (21,949) | (100,313) |
| Acquisition of non-controlling interests without change of control |
- | - | - | - | - | - | 252 | 252 |
| Total transactions with owners | - | - | - | - | (78,364) | (78,364) | (21,697) | (100,061) |
| Other | - | - | - | - | (103) | (103) | - | (103) |
| Balance as at June 30th 2017 (unaudited) |
495,977 | 2,418,270 | 9,682 | (112) | 3,805,086 | 6,728,903 | 600,253 | 7,329,156 |
| for the period | for the period | |
|---|---|---|
| Jan 1− | Jan 1− | |
| Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | |
| Cash flows from operating activities | ||
| Profit before tax | 167,664 | 443,370 |
| Adjustments for: | 398,439 | 297,512 |
| Depreciation and amortisation | 332,485 | 272,104 |
| (Reversal)/recognition of impairment losses on assets | 7,065 | 21,215 |
| (Profit)/loss from investing activities | 54,392 | 7,352 |
| (Profit)/loss from disposal of financial assets | (109) | (25) |
| Share of (profit)/loss of equity-accounted investees | (7,191) | (8,605) |
| Interest, foreign exchange gains or losses | 4,704 | 16,832 |
| Dividends | (296) | (668) |
| Net change in fair value of financial assets at fair value | ||
| through profit or loss | 7,389 | (10,693) |
| 566,103 | 740,882 | |
| Increase in trade and other receivables | (101,215) | (385,658) |
| Increase in inventories and property rights | (84,765) | (41,100) |
| Decrease in trade and other payables | (149,958) | (153,502) |
| Increase in provisions, prepayments and grants | 51,303 | 10,991 |
| Other adjustments | (377) | (99) |
| Cash generated from operating activities | 281,091 | 171,514 |
| Income tax paid | (25,616) | (25,901) |
| Net cash from operating activities | 255,475 | 145,613 |
| for the period Jan 1− |
for the period Jan 1− |
|
|---|---|---|
| Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | |
| Cash flows from investing activities | ||
| Proceeds from sale of property, plant and equipment, | ||
| intangible assets and investment property Acquisition of property, plant and equipment, intangible |
833 | 4,737 |
| assets and investment property | (448,610) | (522,972) |
| Dividend received | - | 11,918 |
| Acquisition of financial assets | (38,178) | (415,100) |
| Proceeds from sale of financial assets | 234,350 | 711,000 |
| Interest received | 9,702 | 6,402 |
| Government grants received | 3,807 | 250 |
| Loans advanced | - | (1,225) |
| Other disbursements | (1,528) | (11,744) |
| Net cash from investing activities | (239,624) | (216,734) |
| Cash flows from financing activities | ||
| Dividends paid | (3,431) | (6,321) |
| Proceeds from borrowings | 134,070 | 227,978 |
| Payment of borrowings | (131,548) | (65,768) |
| Acquisition of non-controlling interests | (15,757) | (965) |
| Interest paid | (37,042) | (21,343) |
| Payment of finance lease liabilities | (5,391) | (6,137) |
| Other proceeds/(disbursements) | 36,739 | (31,525) |
| Net cash from financing activities | (22,360) | 95,919 |
| Total net cash flows | (6,509) | 24,798 |
| Cash and cash equivalents at beginning of period | 1,085,885 | 641,895 |
| Effect of exchange rate fluctuations on cash held | 9,420 | (5,975) |
| Cash and cash equivalents at end of period, including: | 1,088,796 | 660,718 |
| Restricted cash | 2,424 | 1,115 |
As at June 30th 2018, the Grupa Azoty Group (the "Group") comprised: Grupa Azoty S.A. (the Parent) and the following nine subsidiaries:
as well as the affiliates presented in the chart showing the Group's structure on the next page.
The Parent was entered in the Register of Businesses in the National Court Register (entry No. KRS 0000075450) on December 28th 2001, pursuant to a ruling of the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, dated December 28th 2001. The Parent's REGON number for public statistics purposes is 850002268.
Since April 22nd 2013, the Parent has been trading under its new name Grupa Azoty Spółka Akcyjna (abbreviated to Grupa Azoty S.A.).
The Group's business includes in particular:
The Parent and the Group companies were incorporated for unlimited period.
The interim condensed consolidated financial statements were authorised for issue by the Parent's Management Board on August 27th 2018.
Structure of the Group as at June 30th 2018:
Changes in the Group's structure, including changes resulting from business combinations, acquisitions or disposals of Group entities, as well as long-term investments, demergers, restructuring or discontinuation of operations in the reporting period.
Merger of Grupa Azoty KOLTAR Sp. z o.o., CTL CHEMKOL Sp. z o.o., and CTL KOLZAP Sp. z o.o. Under an agreement signed on December 6th 2017 with CTL Logistics Sp. z o.o., on January 1st 2018 Grupa Azoty KOLTAR Sp. z o.o expanded its business to include a new location in Police, where it provides forwarding, shunting, and repair services.
Moreover, pursuant to resolutions of their respective General Meetings of December 6th 2017, on January 1st 2018 CTL KOLZAP Sp. z o.o. and CTL CHEMKOL Sp. z o.o. made a representation to the effect that all the shares in those companies held by CTL Logistics Sp. z o.o. had been repurchased by them and cancelled.
On March 29th 2018, a Merger Plan for those companies was published on their websites. In accordance with the Plan, the merger will be effected under Art. 492.1.1 of the Commercial Companies Code (merger through acquisition) by transferring all assets of the acquirees (CHEMKOL Sp. z o.o. and KOLZAP Sp. z o.o.) to the acquirer (Grupa Azoty KOLTAR Sp. z o.o.). The merger will be accompanied by an increase in the share capital of Grupa Azoty KOLTAR Sp. z o.o. through the issue of new shares that will be allotted to the shareholders of the acquirees, based on the share exchange ratio specified in the Merger Plan.
Since March 29th 2018, the Merger Plan has been continuously available to the public, free of charge, on the websites of all the merging companies, together with the Annex agreed on May 18th 2018 by the Management Boards of the merging companies.
Additionally, on April 9th 2018 the shareholders of the merging companies were given the first notice of the intended merger.
On June 12th 2018, the Extraordinary General Meeting of Grupa Azoty CHEMKOL Sp. z o.o passed a resolution to merge Grupa Azoty KOLTAR Sp. z o.o., Grupa Azoty CHEMKOL Sp. z o.o., and Grupa Azoty KOLZAP Sp. z o.o.
On June 14th 2018, the Annual General Meeting of Grupa Azoty KOLZAP Sp. z o.o passed a resolution to merge Grupa Azoty KOLTAR Sp. z o.o., Grupa Azoty CHEMKOL Sp. z o.o., and Grupa Azoty KOLZAP Sp. z o.o.
On June 28th 2018, the Extraordinary General Meeting of Grupa Azoty KOLTAR Sp. z o.o passed a resolution to merge Grupa Azoty KOLTAR Sp. z o.o., Grupa Azoty CHEMKOL Sp. z o.o., and Grupa Azoty KOLZAP Sp. z o.o. and to increase the company's share capital by PLN 11,443,300; under the resolution, Grupa Azoty KĘDZIERZYN and Grupa Azoty PUŁAWY will acquire 68,750 and 45,683 shares, respectively, in exchange for cash contributions. The cash contributions for the new shares should be made by October 31st 2018 at the latest.
On January 3rd 2018, a PLN 36,000 thousand share capital increase at Zakłady Azotowe Chorzów S.A. was registered in the National Court Register. As a result, Grupa Azoty PUŁAWY's equity interest in that company rose to 96.48%.
On January 11th 2018, a change in the capital of Grupa Azoty Compounding Sp. z o.o. was registered in the National Court Register. The share capital was increased from PLN 1,105 thousand, by PLN 4,895 thousand.
On February 6th 2018, the Extraordinary General Meeting of CTL CHEMKOL Sp. z o.o. passed a resolution to change the name of CTL CHEMKOL Sp. z o.o. to Grupa Azoty Chemkol Sp. z o.o. On March 29th 2018, the change was entered in the National Court Register.
On February 28th 2018, the Extraordinary General Meetings of Agrochem Puławy Sp. z o.o. and Agrochem Sp. z o.o. passed resolutions to merge the companies.
The merger was to be effected in accordance with Art. 491 of the Commercial Companies Code, through acquisition of Agrochem Sp. z o.o. by Agrochem Puławy Sp. z o.o. pursuant to Art. 492.1.1 of the Commercial Companies Code, i.e. by way of transfer of all assets of the acquiree to the acquirer,
with a simultaneous increase in the acquirer's share capital through the issue of new shares; these merger shares are to be allotted to shareholders of the acquiree.
The merger took effect on the day of registering the merger (the increase in the acquirer's share capital) by the court having jurisdiction over Agrochem Puławy Sp. z o.o. The resolution of the Extraordinary General Meeting of Agrochem Puławy Sp. z o.o. was entered in the National Court Register on April 18th 2018, and the merger was effected on that day.
The share capital of Agrochem Puławy Sp. z o.o. was increased from PLN 50,000 thousand to PLN 68,639 thousand and is divided into 686,391 equal and indivisible shares with a par value of PLN 100 per share.
On February 28th 2018, the Extraordinary General Meeting of CTL KOLZAP Sp. z o.o. passed a resolution to change the name of CTL KOLZAP Sp. z o.o. to Grupa Azoty KOLZAP Sp. z o.o. On May 15th 2018, the change was entered in the National Court Register.
As at February 28th 2018, DGG ECO Sp. z o.o. had not reimbursed the first tranche of the purchase price for the shares in African Investment Group S.A. and no bank guarantee securing reimbursement of the balance had been provided. Therefore, the conditional agreement between Grupa Azoty POLICE and DGG Eco Sp. z o.o. had not been consummated by the envisaged date. However, Grupa Azoty POLICE announced that it was holding talks with DGG Eco Sp. z o.o., which was involved in continued efforts to satisfy the conditions for consummation of the agreement, and specified March 16th 2018 as the deadline.
On March 17th 2018, the company announced that due to non-payment by DGG Eco Sp. z o.o. of the first tranche of reimbursement of the purchase price for shares in African Investment Group S.A. and failure to provide a bank guarantee securing reimbursement of the balance, the conditional agreement concluded between Grupa Azoty Police and DGG Eco Sp. z o.o. had not been consummated by the declared additional deadline.
On May 24th 2018, Grupa Azoty POLICE announced that considering:
on May 24th 2018, Grupa Azoty POLICE signed an annex to the Termination Agreement, amending the terms of consummation as follows:
On May 30th 2018, the shares in African Investment Group S.A. held by Grupa Azoty POLICE and Grupa Azoty Police Serwis Sp. z o.o. were transferred back to DGG Eco Sp. z o.o. As of that date, the two companies are not shareholders in African Investment Group S.A. or, indirectly, in Afrig Trade SARL. On August 14th 2018, Grupa Azoty POLICE received USD 3m from DGG Eco Sp. z o.o. as partial repayment of the amount due to Grupa Azoty POLICE for the returned shares in AFRIG S.A. in accordance with the terms of an annex to the Termination Agreement of December 20th 2017 on termination of the Share Purchase Agreement of August 28th 2013.
Having declared insolvency on March 29th 2018, African Investment Group S.A., a Grupa Azoty POLICE subsidiary with a share capital of CFA 340m (PLN 2,169 thousand, translated at the mid exchange rate for March 28th 2018), filed a petition for bankruptcy with the Commercial Court of Dakar on March 29th 2018.
On April 9th 2018, a share capital increase at PDH Polska S.A. was registered in the National Court Register. Following the registration, the share capital of PDH Polska S.A. amounts to PLN 304,000 thousand, including paid-up share capital of PLN 211,000 thousand.
The remaining amount of the share capital will be paid by shareholders of PDH Polska by September 1st 2018.
On June 6th 2018, the Annual General Meeting of Grupa Azoty SIARKOPOL adopted a resolution to increase the share capital by not less than PLN 3,828,560 and not more than PLN 3,854,350, through the issue of new Series B registered shares with a par value of PLN 10 per share (the "New Shares"). The New Shares will be acquired in exchange for a cash contribution paid before the registration of the capital increase, and their issue price will be PLN 53.38 per share. The New Shares carry the right to dividend as of January 1st 2018, on an equal basis with other Company shares, i.e. for the entire year 2018.
The record date for the pre-emptive rights to the New Shares is June 6th 2018.
On July 12th 2018, the Management Board of the Parent approved the exercise of the pre-emptive rights to Series B ordinary registered shares in Grupa Azoty SIARKOPOL on the following terms:
The Parent exercised its pre-emptive rights, submitted the subscription form and paid for the acquired Series B shares in Grupa Azoty SIARKOPOL by the prescribed deadline, i.e. July 17th 2018.
On July 27th 2018, the Extraordinary General Meeting of Grupa Azoty Compounding Sp. z o.o. resolved to increase the company's share capital by PLN 30,000 thousand, from PLN 6,000 thousand.
The increase is effected by way of an issue of 300,000 new, equal and indivisible shares with a par value of PLN 100 per share.
All new shares in the increased share capital are acquired by the existing shareholder, Grupa Azoty S.A., in exchange for a cash contribution of PLN 30,000 thousand.
On August 7th 2018, a decision was made to commence preparations to the merger of Grupa Azoty PUŁAWY and its subsidiary Elektrownia Puławy Sp. z o.o.
Grupa Azoty PUŁAWY is the sole owner of Elektrownia Puławy Sp. z o.o. The merger is to be effected pursuant to Art. 492.1.1, Art. 515.1 and Art. 516.6 of the Commercial Companies Code, i.e. without increasing the share capital of Grupa Azoty PUŁAWY, by transferring all assets of Elektrownia Puławy to Grupa Azoty PUŁAWY in line with the simplified procedure (merger through acquisition).
The merger will be effected on the basis of a merger plan to be agreed upon by the Management Boards of both companies and in accordance with resolutions of the General Meetings of both companies, adopted in accordance with the provisions of the Commercial Companies Code.
Grupa Azoty POLICE lodged a claim against DGG Eco Sp. z o.o. for reimbursement of the tranches of the purchase price of a 55% interest in African Investment Group S.A. ("AFRIG S.A."). The price tranches were not due to AFRIG S.A. as it failed to produce phosphate rock from its deposits in quantities provided for in the contract. The claim was settled on December 20th 2017, when the parties signed a termination agreement (confirmed by court settlement) providing for withdrawal from and reversal of the legal effect of the agreement of August 28th 2013 on the purchase of the majority interest in AFRIG S.A. The consequences of the agreement (settlement) taking legal effect, based on mutual return of performances under the purchase agreement being terminated, were made conditional upon the return of the first part of the price and establishment of security for repayment of the balance by February 28th 2018. As DGG Eco Sp. z o.o. failed to meet these conditions, the settlement had not been consummated by the originally set date.
As a result of further negotiations, an annex to the agreement was signed on May 22nd and 23rd 2018, modifying the terms of its consummation and return of performances. In accordance with the annex, on May 30th 2018 Grupa Azoty POLICE confirmed that shares in AFRIG S.A. had been transferred back to DGG Eco Sp. z o.o.
The key terms and conditions of the termination agreement between Grupa Azoty POLICE and DGG Eco Sp. z o.o. are as follows:
In order to secure the performance of the settlement, DGG Eco Sp. z o.o. submitted a declaration of voluntary submission to enforcement under Art. 777 of Code of Civil Procedure regarding the obligation to return the above amount. Nevertheless, in the opinion of Grupa Azoty POLICE, in particular due to the fact that AFRIG S.A. (whose future operations, according to DGG Eco Sp. z o.o., are to serve as the source of financing to satisfy the Company's claims) has declared its insolvency (and filed a petition to open bankruptcy proceedings on March 29th 2018) and that the tax enforcement proceedings have been instituted against it, as well as the fact that DGG Eco Sp. z o.o. failed to fulfil the original obligation to secure the return of the price of the shares in AFRIG S.A. with a bank guarantee, the fair value of the amount due from DGG Eco Sp. z o.o. for the return of the shares in AFRIG S.A. was initially recognised at USD 3,000 thousand (PLN 11,160 thousand). The estimate was substantiated by the actual inflow of the funds after the reporting date.
Grupa Azoty POLICE may present a recourse claim against AFRIG S.A. within regard to the obligation to repay the equivalent of the loan used by the subsidiary (EUR 20,079 thousand plus service costs). In view of the insolvency of AFRIG S.A., the amount to be repaid was recognised at zero fair value on initial recognition in the consolidated statement of financial position.
Cancellation of trade receivables from AFRIG S.A., with the debtor's consent, which in the previous years were income due but not paid to Grupa Azoty POLICE, reduced the income tax expense by PLN 8,211 thousand.
Following the loss of control over AFRIG S.A., a subsidiary of Grupa Azoty Zakłady Chemiczne Police S.A., as of May 30th 2018 AFRIG S.A.'s net assets of PLN 137,250 thousand, adjusted for cancelled receivables of Grupa Azoty POLICE (PLN 51,942 thousand), together with the reduced income tax expense following the cancellation of receivables which in the previous years were taxable income (PLN 9,869 thousand), adjusted for loan liabilities assumed by Grupa Azoty POLICE (PLN 86,734 thousand) and negative non-controlling interests (PLN 88,647 thousand), were excluded from the Group's consolidated statement of financial position, with the effect recognised in the consolidated profit/(loss) for current period. In addition, the settlement of the effect of deconsolidation includes the fair value of receivables from DGG Eco for the return of AFRIG shares (PLN 11,160 thousand).
The total effect of consequences of the loss of control over the subsidiary AFRIG S.A. on the consolidated net financial result is presented below.
| Item | Amount |
|---|---|
| Finance costs Consequences of loss of control over a subsidiary |
(52,205) |
| Profit/(Loss) before tax | (52,205) |
| Income tax | 8,211 |
| Net profit/(loss) | (43,994) |
| Net profit/(loss) attributable to owners of the parent | (29,036) |
| Net profit/(loss) attributable to non-controlling interests | (14,958) |
Impairment loss recognised by Zakłady Azotowe Chorzów S.A., subsidiary of Grupa Azoty PUŁAWY
On August 8th 2018, the Management Board of Zakłady Azotowe Chorzów S.A. passed a resolution to recognise a PLN 6,771 thousand impairment loss on the fat processing unit. In accordance with IAS 36, the Management Board identified indications that the recoverable amount of this unit may have decreased below its carrying amount as at June 30th 2018. The fat processing unit continues to operate below its full processing capacity. The limitation of the company's ability to generate cash inflows from the sale of stearine and other oleochemicals results from lower than planned prices and sales volumes in the first half of 2018 and lower prices and sales volumes expected in the coming quarters.
Having considered these indications, the Management Board of Zakłady Azotowe Chorzów S.A. tested property, plant and equipment and intangible assets for impairment. The test confirmed the validity of the decision to recognise another impairment loss on the fat processing unit. The first impairment loss, of PLN (18.4m), was recognised in the financial statements for 2015. The second impairment loss, of PLN (10.0m), was recognised in the Company's financial statements for 2016. The third impairment loss, of PLN (14.7m), was recognised in the Company's financial statements as at June 30th 2017. Thus, the impairment losses on the fat processing unit will total PLN 49.9m.
The effect on consolidated EBIT of the Group, amounting to PLN (6,771 thousand), was recognised in the Group's consolidated financial statements for the first half of 2018.
These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim condensed consolidated financial statements of the Group cover the six months ended June 30th 2018 and contain comparative data for the six months ended June 30th 2017 and as at December 31st 2017.
The interim condensed consolidated statement of profit or loss and other comprehensive income as well as notes to the interim condensed consolidated statement of profit or loss and other comprehensive income for the three months ended June 30th 2018 as well as the comparative data for the three months ended June 30th 2017 have not been reviewed or audited by an auditor.
Interim condensed consolidated financial statements do not include all the information and disclosures required in full-year financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended December 31st 2017, which were authorised for issue on April 18th 2018.
The Company's interim financial results may not be indicative of its potential full-year financial results.
All amounts in these interim condensed consolidated financial statements are presented in thousands of złoty.
These interim condensed consolidated financial statements have been prepared on the assumption that the Group companies will continue as going concerns in the foreseeable future. As at the date of authorisation of these financial statements, no circumstances were identified which would indicate any threat to the Group companies continuing as going concerns.
The accounting policies applied to prepare these interim condensed consolidated financial statements are consistent with the policies applied to draw up the Group's full-year consolidated financial statements for the year ended December 31st 2017, except for the application of new or amended standards and interpretations effective for annual periods beginning on or after January 1st 2018. The amendments to the IFRSs presented below have been applied in these financial statements as of their effective dates, however, they had no material effect on the disclosed financial information or they did not apply to the executed transactions:
The amendments specify when an entity transfers property (including property under construction) to, or from, investment property. The amendments clarify that a change of use occurs if property meets, or ceases to meet, the definition of investment property and there is evidence of a change in use. A change in management's intentions for the use of a property by itself does not constitute evidence of a change in use.
The amendments have no material effect on the Company's interim condensed financial statements.
Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions The International Accounting Standards Board (IASB) published amendments to IFRS 2 Share-based Payment to clarify the following areas: accounting for vesting conditions and conditions other than vesting conditions in the measurement of a cash-settled share-based payment transactions; recognising a share-based payment transaction settled net of tax withholdings; and recognising modification of share-based payment transactions from cash-settled to equity-settled.
The amendments have no material effect on the Company's interim condensed financial statements.
Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts
The amendments give companies whose business model is to predominantly issue insurance contracts the option to defer the effective date of IFRS 9 until January 1st 2021. Those entities that apply such deferral approach may continue to prepare their financial statements in accordance with IAS 39.
Those amendments do not apply to the Company.
Amendments to IAS 28 Investments in Associates and Joint Ventures introduced as part of the Annual Improvements to IFRS 2014–2016 Cycle
The amendments specify that an entity which is a venture capital organisation, mutual fund, trust fund or a similar entity, including an investment-related insurance fund, may elect to measure its investment in an associate or joint venture at fair value through profit or loss in accordance with IFRS 9. An entity makes such election separately for each associate or joint venture on initial recognition of that associate or joint venture. If an entity that is not an investment entity itself holds an interest in an associate or joint venture that is an investment entity, such entity may elect, using the equity method, to maintain the fair value measurement used by the associate or joint venture that is an investment entity in respect of that associate's or joint venture's interests in subsidiaries. This election is made separately for each associate or joint venture on: a) the initial recognition of that associate or joint venture that is an investment entity; b) the date on which the associate or joint venture becomes an investment entity; and c) the date on which the associate or joint venture that is an investment entity becomes a parent.
The amendments have no material effect on the Company's interim condensed financial statements.
The Group has not elected to early adopt any of the standards, interpretations or amendments that have been published but are not yet effective in accordance with the European Union regulations.
The following standards and interpretations have been issued by the International Accounting Standards Board, but are not yet effective:
The effective dates are set in the text of the standards issued by the International Accounting Standards Board. The effective dates of the standards in the European Union may differ from those specified in the text of the standards and are announced on approval of a standard by the European Union.
The Group has not elected to early adopt any of the standards, interpretations or amendments that have been published but are not yet effective in accordance with the European Union regulations.
The Group has applied IFRS 15 Revenue from Contracts with Customers since January 1st 2018. IFRS 15 replaces the existing revenue recognition guidance contained in IAS 18 Revenue, IAS 11 Construction Contracts, and the related Interpretations.
In line with the core principle of IFRS 15, the Group recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. In view of the above, it is critical to correctly determine the moment and amount of revenue recognised by the Group.
The standard has introduced the following single five-step model framework for revenue recognition:
In accordance with IFRS 15, the Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when (or as) control of the goods or services is passed to the customer, either over time or at a point in time.
The Group has decided to implement IFRS 15 using the modified retrospective method (i.e. with the cumulative effect of first-time adoption of IFRS 15, recognised as at January 1st 2018, only with respect to contracts that were not yet completed as at that date).
| Item | Adjustments resulting from first-time adoption of IFRS 15 |
|---|---|
| Decrease in retained earnings resulting from deferred recognition of revenue from transport services for deliveries made under selected |
|
| Incoterms | (48) |
| Decrease in retained earnings resulting from reallocation of granted | |
| contract discounts between contractual performance obligations on a | |
| standalone selling price basis Increase in retained earnings resulting from the need to recognise costs of |
(134) |
| construction services and not only in the amount actually incurred in a | |
| given period (instead of the estimated stage of completion) | 132 |
| Decrease in retained earnings resulting from recognition of revenues from | |
| construction services up to the amount of costs incurred | (160 |
| Deferred tax | 13 |
| TOTAL | (197) |
The identified impact of amendments following from the adoption of IFRS 15 by the Group concerns:
Contracts with customers for the sale of goods, including contracts with delivery terms based on Incoterms CIF, CIP, CFR, CPT. Previously, the entire revenue was recognised at the moment control over goods was passed to the customer.
Under IFRS 15, a transport (or transport and insurance) service provided under the above Incoterms after control over goods is passed is subject to separation as a separately identifiable performance obligation to which a part of the transaction price will be allocated and revenue will be recognised separately when the service is provided (i.e. later than before).
In contracts with customers, the Group grants customers discounts for the next quarter (or month) in exchange for meeting the obligation to collect the goods in the current quarter (or month) in the full amount specified in the contractually agreed schedule for that quarter (or month). The discount is granted in a specified amount in PLN per unit of goods, as a reduction of the VATexclusive price specified in the price list valid in the following quarter (or month).
In accordance with IFRS 15, the Company separates an additional performance obligation in the form of an economic right under granted discounts, i.e. the right to purchase goods at reduced prices in the future, i.e. in the next quarter (or month). The Group allocates a portion of the transaction price from the current quarter (or month) to the additional performance obligation based on the proportion of the standalone selling price.
The Group concludes with customers contracts which were previously accounted for in accordance with IAS 11. The implementation of IFRS 15 determines the conditions that need to be met in order for the contract revenue, previously accounted for in accordance with IAS 11, to be recognised over time (instead of at a point in time), and additionally determines in what situations the Group is entitled to recognise contract revenue only up to the amount of contract costs (the zero profit method).
Previously, with regard to selected contracts, the Group recognised revenue only up to the amount of incurred costs.
In accordance with IFRS 15, the Group determines whether contract revenue is recognised over time or at a certain point in time. Additionally, the Group determines whether it may recognise revenue only up to the amount of recognised costs.
The Group concludes with customers contracts which were previously accounted for in accordance with IAS 11, applying in particular the regulations that govern the recognition of costs under those contracts in accordance with the above standard. Following the implementation of IFRS 15, the regulations governing the recognition of costs under those contracts ceased to apply.
Previously, contract costs were recognised pro rata to the man-hours worked (in relation to the planned total man-hours); pro rata to the survey of works; in an amount not higher than the amount of recognised revenue.
In accordance with IFRS 15, the Group must recognise the costs it actually incurs.
The table below sets forth the impact of amendments to IFRS 15 on the Group's statement of profit or loss for the period January 1st – June 30th 2018.
Interim report of Grupa Azoty for H1 2018
Interim condensed consolidated financial statements for the six months ended June 30th 2018 (all amounts in PLN '000 unless indicated otherwise)
| Before implementing IFRS 15 |
Impact of change |
After implementing IFRS 15 |
|
|---|---|---|---|
| Revenue | 4,886,709 | (9,680) | 4,877,029 |
| Cost of sales | (3,970,076) | 929 | (3,969,147) |
| Gross profit | 916,633 | (8,751) | 907,882 |
| Selling and distribution expenses | (315,524) | 5,364 | (310,160) |
| Profit before tax | 176,978 | (3,387) | 173,591 |
| Income tax | (42,234) | 701 | (41,533) |
| Net profit | 134,744 | (2,686) | 132,058 |
The impact of amendments to IFRS 15 on the Group's statement of financial position as at June 30th 2018 is presented below:
| Before implementing |
Impact of | After implementing |
|
|---|---|---|---|
| IFRS 15 | change | IFRS 15 | |
| Assets | |||
| Non-current assets | |||
| Deferred tax assets | 59,533 | 241 | 59,774 |
| Total non-current assets | 8,149,454 | 241 | 8,149,695 |
| Current assets | |||
| Inventories | 1,048,925 | (137) | 1,048,788 |
| Trade and other receivables | 1,383,970 | (3,265) | 1,380,705 |
| Total current assets | 3,800,428 | (3,402) | 3,797,026 |
| Total assets | 11,949,882 | (3,161) | 11,946,721 |
| Equity and liabilities | |||
| Equity | |||
| Retained earnings | 3,897,323 | (2,296) | 3,895,027 |
| Equity attributable to owners of the Parent | 6,811,323 | (2,296) | 6,809,029 |
| Total equity | 7,436,276 | (2,296) | 7,433,980 |
| Liabilities | |||
| Deferred tax liabilities | 177,490 | (403) | 177,087 |
| Total non-current liabilities | 2,361,063 | (403) | 2,360,660 |
| Trade and other payables | 1,827,395 | (462) | 1,826,933 |
| Total current liabilities | 2,152,543 | (462) | 2,152,081 |
| Total liabilities | 4,513,606 | (865) | 4,512,741 |
| Total equity and liabilities | 11,949,882 | (3,161) | 11,946,721 |
The table below sets forth the impact of amendments to IFRS 15 on the Group's statement of cash flows for the period January 1st – June 30th 2018.
| Before | After | ||
|---|---|---|---|
| implementing | Impact of | implementing | |
| IFRS 15 | change | IFRS 15 | |
| Cash flows from operating activities | |||
| Profit before tax | 176,978 | (3,387) | 173,591 |
| Increase in trade and other receivables | (121,029) | 3,482 | (117,547) |
| Increase in inventories and property rights | (84,676) | (89) | (84,765) |
| Decrease in trade and other payables Increase in provisions, prepayments and |
(147,911) | (2,047) | (149,958) |
| grants | 49,262 | 2,041 | 51,303 |
| Net cash from operating activities | 255,475 | - | 255,475 |
IFRS 9 Financial Instruments was issued in July 2014 and endorsed by the European Union on November 22nd 2016 by Commission Regulation (EU) 2016/2067. The standard mandatorily applies to financial statements prepared for periods beginning on or after January 1st 2018, And replaces IAS 39 Financial Instruments: Recognition and Measurement. The standard introduces amendments to the classification and measurement of financial assets, their impairment, and (as an option) hedge accounting.
The Group made changes to enable effective implementation of IFRS 9 with respect to:
The Group has developed rules for the classification of financial assets, based on which it verified the cash flow characteristics of its financial assets and the business models used in the Group to manage the financial assets.
Interest (equity investments) held were measured at fair value and an analysis was performed which showed that except for trade receivables – factoring and discounting, the Group's other financial assets give rise to cash flows that are payments of principal and interest, and are held as part of a business model whose sole objective is to collect cash flows from assets, and are therefore classified as financial assets measured at amortised cost.
Under its factoring agreements and discounting agreements, the Group sells trade receivables which, based on the business models required under IFRS 9, have been classified as the model whose objective is achieved by both collecting cash flows and selling financial assets. Accordingly, trade receivables covered by the factoring or discounting agreements have been classified as financial assets measured at fair value through other comprehensive income. Given the potential sale of the assets and the short period between initial recognition and maturity, their fair value is equal to their carrying amount.
Following analyses of the impact of implementation of the new IFRS 9, a fair value measurement of shares held (equity investments) was performed. The measurement was carried out using the DCF method based on the assumptions of the Long-Term Growth Forecast prepared by the Parent for 2017- 2022. The nature of the business in which revenue is based on costs is included in the Forecast based on the expected operating costs taking into account expected inflation rises.
Below is presented the impact of the measurement as at January 1st 2018
| as at | Impact of | as at | |
|---|---|---|---|
| Jan 1 2018 | change | Jan 1 2018 | |
| Assets | |||
| Non-current assets | |||
| Shares | 14,158 | (5,563) | 8,595 |
| Deferred tax assets | 59,774 | 1,057 | 60,831 |
| Total non-current assets | 8,149,695 | (4,506) | 8,145,189 |
| Total assets | 11,957,953 | (4,506) | 11,953,447 |
| Equity and liabilities | |||
| Equity | |||
| Retained earnings | 3,901,889 | (4,506) | 3,897,343 |
| Total equity | 7,445,213 | (4,506) | 7,440,707 |
| Total equity and liabilities | 11,957,953 | (4,506) | 11,953,447 |
Having analysed the potential benefits of adopting the hedge accounting policies set out in IFRS 9, the Group resolved to continue to apply hedge accounting in accordance with IAS 39.
The Group's changes in the accounting policies are compliant with the transitional provisions of IFRS 9, i.e. the Group applies the standard retrospectively to all financial instruments unexpired as at January 1st 2018, without adjusting the comparative data. In accordance with the transitional provisions of IFRS 9, any differences between the previous carrying amounts and carrying amounts at
the beginning of the annual reporting period were recognised by the Group in the opening balance of retained earnings (in equity).
Based on analyses carried out at the end of 2017, the Group defined business models and performed 'solely payments of principal and interest' (SPPI) tests for financial assets open as at December 31st 2017. Following these analyses, the Parent determined the effect of IFRS 9 on the Group's financial statements. In H1 2018, the Group determined the classification of financial assets recognised for the first time in the period. The table below presents a comparison of key changes in the classification of financial assets resulting from the implementation of IFRS 9.
Changes in the classification of financial assets resulting from the implementation of IFRS 9 are presented below
| Classification | |||
|---|---|---|---|
| Financial assets | IAS 39 | IFRS 9 | Note |
| Cash (including cash at banks, overnight deposits and term deposits) | |||
| financial assets held to maturity |
measured at amortised cost |
||
| Trade and other receivables not to be sold | |||
| financial assets held to maturity |
measured at amortised cost |
||
| Trade receivables to be sold | |||
| financial assets held to maturity |
measured at fair value through other comprehensive income (FVTOCI) |
given a short period between the date of their initial recognition and the date on which they are transferred for factoring or discounting, their fair value is equal to the carrying amount |
|
| Equity investments | |||
| financial assets available for sale |
measured at fair value through other comprehensive income (FVTOCI) |
In place of the current principles for recognition of credit losses based on the incurred loss, IFRS 9 introduces the concept of the expected loss resulting in the recognition of an impairment loss upon initial recognition of financial assets. The requirements regarding the impairment of financial assets apply in particular to financial assets measured at amortised cost and measured at fair value through other comprehensive income.
For the purpose of estimating expected credit losses, IFRS 9 indicates that it is justified to use both historical data concerning the repayment capacity and reliable data available as at the reporting date, which may increase the accuracy of estimating expected credit losses in future periods.
The Group has identified the following classes of financial assets for which, in accordance with IFRS 9, it has estimated the impact of the expected credit losses on the financial statements:
With respect to trade receivables, it is expected that historical payment data may reflect credit risk that will be incurred in future periods. Expected credit losses for this group of counterparties have been estimated using a provision matrix and percentage ratios assigned to specific aging ranges of trade receivables (e.g. receivables claimed in court, receivables from insolvent counterparties) that make it possible to estimate the value of trade receivables that are not expected to be repaid.
For financial assets included in the estimation of expected losses other than trade receivables, the Group measures the risk of default of the counterparties based on ratings assigned by credit rating agencies (e.g. to financial institutions) or ratings assigned using an internal credit rating model (e.g. for intra-group loans granted) that is appropriately converted to reflect the probability of default. In accordance with IFRS 9, the expected credit loss was calculated taking into account estimates of potential recoveries from collateral provided and the time value of money.
Below is presented the impact of implementation of IFRS 9 and IFRS 15 on the Group's financial position
| Impact of amendments to |
|||
|---|---|---|---|
| as at Jan 1 2018 |
IFRS 9 and IFRS 15 |
as at Jan 1 2018 |
|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 6,779,748 | - | 6,779,748 |
| Perpetual usufruct of land | 476,616 | - | 476,616 |
| Investment property | 49,649 | - | 49,649 |
| Intangible assets | 395,755 | - | 395,755 |
| Goodwill | 32,468 | - | 32,468 |
| Shares | 14,690 | (5,563) | 9,127 |
| Equity-accounted investees | 111,059 | - | 111,059 |
| Other financial assets | 2,226 | (54) | 2,172 |
| Other receivables | 137,850 | - | 137,850 |
| Deferred tax assets | 69,583 | 1,707 | 71,290 |
| Other assets | 337 | - | 337 |
| Total non-current assets | 8,069,981 | (3,910) | 8,066,071 |
| Current assets | |||
| Inventories | 1,003,214 | (239) | 1,002,975 |
| Property rights | 188,887 | - | 188,887 |
| Derivative financial instruments | 2,284 | - | 2,284 |
| Other financial assets | 253,684 | - | 253,684 |
| Current tax assets | 24,248 | - | 24,248 |
| Trade and other receivables | 1,088,424 | (3,891) | 1,084,533 |
| Cash and cash equivalents | 1,085,885 | (53) | 1,085,832 |
| Other assets | 10,882 | - | 10,882 |
| Assets held for sale | 10,555 | - | 10,555 |
| Total current assets | 3,668,063 | (4,183) | 3,663,880 |
| Total assets | 11,738,044 | (8,093) | 11,729,951 |
| as at Jan 1 2018 |
Impact of amendments to IFRS 9 and IFRS 15 |
as at Jan 1 2018 |
|
|---|---|---|---|
| Equity and liabilities | |||
| Equity | |||
| Share capital | 495,977 | - | 495,977 |
| Share premium | 2,418,270 | - | 2,418,270 |
| Hedging reserve | 15,407 | - | 15,407 |
| Exchange differences on translating foreign | |||
| operations | (233) | - | (233) |
| Retained earnings | 3,926,338 | (7,389) | 3,918,949 |
| Equity attributable to owners of the Parent | 6,855,759 | (7,389) | 6,848,370 |
| Non-controlling interests | 587,648 | (410) | 587,238 |
| Total equity | 7,443,407 | (7,799) | 7,435,608 |
| Liabilities | |||
| Borrowings | 1,564,879 | - | 1,564,879 |
| Other financial liabilities | 39,592 | - | 39,592 |
| Employee benefit obligations | 336,781 | - | 336,781 |
| Trade and other payables | 4,456 | - | 4,456 |
| Provisions | 122,740 | - | 122,740 |
| Government grants received | 90,585 | - | 90,585 |
| Deferred tax liabilities | 177,588 | (33) | 177,555 |
| Total non-current liabilities | 2,336,621 | (33) | 2,336,588 |
| Borrowings | 70,209 | - | 70,209 |
| Other financial liabilities | 31,484 | - | 31,484 |
| Employee benefit obligations | 42,316 | - | 42,316 |
| Current tax liabilities | 8,916 | - | 8,916 |
| Trade and other payables | 1,769,199 | (236) | 1,768,963 |
| Provisions | 29,805 | (25) | 29,780 |
| Government grants received | 6,087 | - | 6,087 |
| Total current liabilities | 1,958,016 | (261) | 1,957,755 |
| Total liabilities | 4,294,637 | (294) | 4,294,343 |
| Total equity and liabilities | 11,738,044 | (8,093) | 11,729,951 |
The preparation of these interim condensed consolidated financial statements requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on historical experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgements regarding the net carrying amounts of assets and liabilities, where they are not directly available from other sources. The actual amounts may differ from the estimated amounts.
Estimates and the underlying assumptions are subject to ongoing verification. A change in accounting estimates is recognised in the period in which the change is made or in current and future periods if the change in estimate affects both the current period and the future periods.
The key judgements and estimates made by the Management Board in preparing these interim condensed consolidated financial statements were the same as those made in preparing the consolidated financial statements for the financial year ended December 31st 2017.
The Group's business objectives are delivered through four main reportable segments, identified based on separate management strategies (production, sales, and marketing) adopted in each of the segments.
Operations of the Company's reporting segments:
Key financial results and performance of each of the segments are discussed below. The key performance metrics for each segment are revenue, EBIT and EBITDA.
The internal management reports of each segment are reviewed by the Management Board on a monthly basis.
For its internal purposes, the Group prepares and uses management information focusing on the following operating segments:
Chemicals,
Minerals extraction,
This structure reflects business areas managed from the perspective of the Group's principal companies. The areas were identified based on the key core business areas which make it possible – through diversification of the product portfolio − to mitigate market and economic cycle risks, thus maximising profits and cash flows. The division was made based on the following parameters:
For the purposes of reportable segments, the Group has aggregated the operating segments based on the following business and formal rationale.
Other Activities, supporting the core business and/or focusing on non-core business areas.
Operating segments' revenue, expenses and financial results for the six months ended June 30th 2018 (unaudited)
| Agro | Other | |||||
|---|---|---|---|---|---|---|
| Continuing operations | Fertilizers | Plastics | Chemicals | Energy | Activities | Total |
| External revenue | 2,316,928 | 831,251 | 1,514,250 | 140,669 | 73,931 | 4,877,029 |
| Intersegment revenue | 1,208,227 | 181,766 | 473,986 | 1,434,422 | 442,886 | 3,741,287 |
| Total revenue | 3,525,155 | 1,013,017 | 1,988,236 | 1,575,091 | 516,817 | 8,618,316 |
| Operating expenses, including: (-) | (3,520,473) | (922,193) | (1,828,028) | (1,578,448) | (553,857) | (8,402,999) |
| selling and distribution expenses (-) | (187,398) | (34,149) | (87,848) | (205) | (560) | (310,160) |
| administrative expenses (-) | (151,762) | (63,290) | (92,840) | (9,325) | (65,188) | (382,405) |
| Other income | 3,193 | 920 | 2,252 | 4,533 | 13,432 | 24,330 |
| Other expenses (-) | (12,010) | (375) | (1,486) | (4,312) | (25,009) | (43,192) |
| Segment's EBIT* | (4,135) | 91,369 | 160,974 | (3,136) | (48,617) | 196,455 |
| Finance income | - | - | - | - | 48,163 | |
| Finance costs (-) | - | - | - | - | - | (84,145) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 7,191 |
| Profit before tax | - | - | - | - | - | 167,664 |
| Income tax | - | - | - | - | (43,191 | |
| Net profit | - | - | - | - | - | 124,473 |
| EBIT* | (4,135) | 91,369 | 160,974 | (3,136) | (48,617) | 196,455 |
| Depreciation and amortisation | 104,121 | 28,774 | 56,809 | 55,557 | 44,286 | 289,547 |
| Unallocated depreciation and amortisation | - | - | - | - | - | 42,938 |
| EBITDA** | 99,986 | 120,143 | 217,783 | 52,421 | (4,331) | 528,940 |
* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.
** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.
.
| Operating segments' revenue, expenses and financial results for the six months ended June 30th 2017 (unaudited) | ||||
|---|---|---|---|---|
| -- | -- | -- | ----------------------------------------------------------------------------------------------------------------- | -- |
| Agro | Other | |||||
|---|---|---|---|---|---|---|
| Continuing operations | Fertilizers | Plastics | Chemicals | Energy | Activities | Total |
| External revenue | 2,586,042 | 743,063 | 1,350,901 | 117,499 | 72,186 | 4,869,691 |
| Intersegment revenue | 1,061,955 | 149,433 | 478,037 | 1,266,892 | 395,099 | 3,351,416 |
| Total revenue | 3,647,997 | 892,496 | 1,828,938 | 1,384,391 | 467,285 | 8,221,107 |
| Operating expenses, including: (-) | (3,374,958) | (796,041) | (1,691,781) | (1,392,973) | (482,357) | (7,738,110) |
| selling and distribution expenses (-) | (227,465) | (29,146) | (80,087) | (116) | (1,191) | (338,005) |
| administrative expenses (-) | (154,693) | (54,430) | (86,880) | (8,872) | (39,213) | (344,088) |
| Other income | 6,826 | 1,544 | 678 | 2,139 | 15,561 | 26,748 |
| Other expenses (-) | (7,542) | (744) | (18,985) | (15,613) | (24,799) | (67,683) |
| Segment's EBIT* | 272,323 | 97,255 | 118,850 | (22,056) | (24,310) | 442,062 |
| Finance income | - | - | - | - | 31,454 | |
| Finance costs (-) | - | - | - | - | (38,751) | |
| Share of profit of equity-accounted investees | - | - | - | - | - | 8,605 |
| Profit before tax | - | - | - | - | - | 443,370 |
| Income tax | - | - | - | - | (65,699) | |
| Net profit | - | - | - | - | 377,671 | |
| EBIT* | 272,323 | 97,255 | 118,850 | (22,056) | (24,310) | 442,062 |
| Depreciation and amortisation | 93,370 | 23,866 | 51,544 | 44,642 | 40,917 | 254,339 |
| Unallocated depreciation and amortisation | - | - | - | - | - | 17,765 |
| EBITDA** | 365,693 | 121,121 | 170,394 | 22,586 | 16,607 | 714,166 |
* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.
** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.
| Operating segments' revenue, expenses and financial results for the three months ended June 30th 2018 (unaudited) | |||||
|---|---|---|---|---|---|
| -- | ------------------------------------------------------------------------------------------------------------------- | -- | -- | -- | -- |
| Agro | Other | |||||
|---|---|---|---|---|---|---|
| Continuing operations | Fertilizers | Plastics | Chemicals | Energy | Activities | Total |
| External revenue | 1,104,489 | 420,245 | 745,401 | 57,786 | 52,006 | 2,379,927 |
| Intersegment revenue | 608,907 | 92,263 | 255,249 | 716,993 | 246,006 | 1,919,418 |
| Total revenue | 1,713,396 | 512,508 | 1,000,650 | 774,779 | 298,012 | 4,299,345 |
| Operating expenses, including: (-) |
(1,825,378) | (467,082) | (938,176) | (785,630) | (308,791) | (4,325,057) |
| selling and distribution expenses (-) | (101,233) | (17,890) | (41,936) | (135) | (456) | (161,650) |
| administrative expenses (-) | (78,218) | (32,923) | (47,615) | (4,616) | (34,098) | (197,470) |
| Other income | 1,808 | 331 | 868 | 2,895 | 7,039 | 12,941 |
| Other expenses (-) | (10,479) | (370) | (759) | (2,222) | (15,374) | (29,204) |
| Segment's EBIT* | (120,653) | 45,387 | 62,583 | (10,178) | (19,114) | (41,975) |
| Finance income | - | - | - | - | 42,050 | |
| Finance costs (-) | - | - | - | - | - | (72,227) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 3,296 |
| Profit before tax | - | - | - | - | (68,856) | |
| Income tax | - | - | - | - | 5,351 | |
| Net loss | - | - | - | - | - | (63,505) |
| EBIT* | (120,653) | 45,387 | 62,583 | (10,178) | (19,114) | (41,975) |
| Depreciation and amortisation | 52,473 | 14,705 | 28,513 | 28,220 | 22,268 | 146,179 |
| Unallocated depreciation and amortisation | - | - | - | - | - | 21,493 |
| EBITDA** | (68,180) | 60,092 | 91,096 | 18,042 | 3,154 | 125,697 |
* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.
** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.
| Operating segments' revenue, expenses and financial results for the three months ended June 30th 2017 (unaudited) | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | ------------------------------------------------------------------------------------------------------------------- | -- |
| Agro | Other | |||||
|---|---|---|---|---|---|---|
| Continuing operations | Fertilizers | Plastics | Chemicals | Energy | Activities | Total |
| External revenue | 1,102,663 | 332,173 | 664,276 | 55,390 | 27,795 | 2,182,297 |
| Intersegment revenue | 536,227 | 70,780 | 239,832 | 593,716 | 222,900 | 1,663,455 |
| Total revenue | 1,638,890 | 402,953 | 904,108 | 649,106 | 250,695 | 3,845,752 |
| Operating expenses, including: (-) | (1,571,666) | (359,600) | (848,047) | (657,638) | (252,794) | (3,689,745) |
| selling and distribution expenses (-) | (108,823) | (13,127) | (39,308) | (72) | (1,027) | (162,357) |
| administrative expenses (-) | (74,186) | (26,605) | (46,117) | (4,882) | (19,853) | (171,643) |
| Other income | 5,963 | 624 | 282 | 1,235 | 5,772 | 13,876 |
| Other expenses (-) | (6,863) | (378) | (18,777) | (5,672) | (14,961) | (46,651) |
| Segment's EBIT* | 66,324 | 43,599 | 37,566 | (12,969) | (11,288) | 123,232 |
| Finance income | - | - | - | - | 17,505 | |
| Finance costs (-) | - | - | - | - | - | (25,606) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 5,031 |
| Profit before tax | - | - | - | - | 120,162 | |
| Income tax | - | - | - | - | 2,249 | |
| Net profit | - | - | - | - | - | 122,411 |
| EBIT* | 66,324 | 43,599 | 37,566 | (12,969) | (11,288) | 123,232 |
| Depreciation and amortisation | 46,969 | 11,850 | 26,016 | 24,609 | 19,694 | 129,138 |
| Unallocated depreciation and amortisation | - | - | - | - | 8,803 | |
| EBITDA** | 113,392 | 55,449 | 63,582 | 11,640 | 8,406 | 261,173 |
* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.
** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.
Revenue split by geographical areas is determined based on the location of customers.
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| Poland | 2,560,325 | 2,593,863 | 1,216,380 | 1,104,097 |
| Germany | 429,313 | 579,229 | 222,038 | 278,848 |
| Other EU countries | 1,410,275 | 1,195,134 | 696,797 | 571,583 |
| Asia | 103,751 | 221,494 | 42,839 | 67,105 |
| South America | 86,114 | 68,796 | 79,654 | 56,108 |
| Other countries | 287,251 | 211,175 | 122,219 | 104,556 |
| Total | 4,877,029 | 4,869,691 | 2,379,927 | 2,182,297 |
No single trading partner accounted for more than 10% of revenue in H1 2018 or H1 2017.
| for the period | for the period | for the period | for the period | |
|---|---|---|---|---|
| Jan 1− | Jan 1− | Apr 1− | Apr 1− | |
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Revenue from sale of | ||||
| products and services | 4,727,053 | 4,750,300 | 2,303,903 | 2,124,391 |
| Revenue from construction | ||||
| contracts | - | 19,545 | - | 6,813 |
| Revenue from sale of | ||||
| merchandise and materials | 142,293 | 97,551 | 72,335 | 49,662 |
| Revenue from sale of | ||||
| property rights | 7,683 | - | 3,689 | - |
| Revenue from sale of | ||||
| licences | - | 2,295 | - | 1,431 |
| 4,877,029 | 4,869,691 | 2,379,927 | 2,182,297 |
for the period Jan 1 – Jun 30 2018
| Other | ||||||
|---|---|---|---|---|---|---|
| Fertilizers | Plastics | Chemicals | Energy | Activities | Total | |
| unaudited | unaudited | unaudited | unaudited | unaudited | unaudited | |
| Main product lines | ||||||
| Revenue from sale of products and services Revenue from sale of |
2,243,774 | 831,250 | 1,501,247 | 87,555 | 63,227 | 4,727,053 |
| merchandise and materials Revenue from sale of |
72,979 | 1 | 12,705 | 45,905 | 10,703 | 142,293 |
| property rights | 60 | - | 298 | 7,324 | 1 | 7,683 |
| Total | 2,316,813 | 831,251 | 1,514,250 | 140,784 | 73,931 | 4,877,029 |
| Geographical regions | ||||||
| Poland | 1,570,960 | 99,001 | 681,765 | 140,782 | 67,817 | 2,560,325 |
| Germany | 157,525 | 128,872 | 142,316 | - | 600 | 429,313 |
| Other EU countries | 434,854 | 454,328 | 516,576 | 2 | 4,515 | 1,410,275 |
| Asia | 1,078 | 100,346 | 1,978 | - | 349 | 103,751 |
| South America | 64,881 | 8,089 | 13,144 | - | - | 86,114 |
| Other countries | 87,516 | 40,615 | 158,471 | - | 650 | 287,251 |
| Total | 2,316,813 | 831,251 | 1,514,250 | 140,784 | 73,931 | 4,877,029 |
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| Depreciation and amortisation Raw materials and |
331,358 | 270,763 | 167,488 | 137,530 |
| consumables used | 2,906,061 | 2,767,155 | 1,423,597 | 1,259,268 |
| Services | 445,179 | 480,920 | 234,063 | 218,608 |
| Taxes and charges | 169,444 | 159,524 | 82,574 | 69,170 |
| Remuneration | 572,974 | 529,125 | 294,716 | 267,169 |
| Social security and other employee benefits |
151,050 | 143,789 | 77,090 | 72,499 |
| Other expenses | 56,634 | 83,644 | 33,151 | 38,463 |
| Costs by nature of expense | 4,632,700 | 4,434,920 | 2,312,679 | 2,062,707 |
| Change in inventories of finished goods (+/-) Work performed by the |
(39,311) | (60,314) | 59,895 | (33,796) |
| entity and capitalised (-) Selling and distribution |
(56,953) | (75,148) | (31,580) | (47,503) |
| expenses (-) | (310,160) | (338,005) | (161,650) | (162,357) |
| Administrative expenses (-) Cost of merchandise and |
(382,405) | (344,088) | (197,470) | (171,643) |
| materials sold | 125,276 | 87,236 | 64,645 | 44,882 |
| Cost of sales | 3,969,147 | 3,704,601 | 2,046,519 | 1,692,290 |
| including excise duty | 10,501 | 13,080 | 4,901 | 6,355 |
| for the period Jan 1− |
for the period Jan 1− |
for the period Apr 1− |
for the period Apr 1− |
|
|---|---|---|---|---|
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Gains on disposal of assets: Gain on disposal of property, plant and equipment Gain on disposal of |
762 | - | 190 | - |
| intangible assets | 500 | - | 500 | - |
| 1,262 | - | 690 | - | |
| Reversed impairment losses on: |
||||
| Investment property | 11 | - | - | - |
| Other receivables | 568 | 296 | 128 | 150 |
| Other | 74 | 15 | 68 | 1 |
| 653 | 311 | 196 | 151 | |
| Other income: Income from lease of |
||||
| investment property | 9,573 | 8,688 | 4,871 | 4,369 |
| Received compensation | 3,948 | 2,315 | 1,638 | 1,286 |
| Provisions reversed | 3,038 | 8,649 | 2,636 | 4,502 |
| Government grants received Other (aggregated items), |
5,645 | 3,635 | 3,330 | 2,124 |
| including: | 211 | 3,150 | (420) | 1,444 |
| stock-taking surplus restoration of property, plant and equipment for |
- | 74 | - | 74 |
| use provision of welfare |
1 | - | - | - |
| services | - | 8 | - | 8 |
| court fees refunded | 210 | 148 | 72 | 106 |
| other | - | 2,920 | (492) | 1,256 |
| 22,415 | 26,437 | 12,055 | 13,725 | |
| 24,330 | 26,748 | 12,941 | 13,876 |
Under 'Gain on disposal of intangible assets', of PLN 500 thousand, a used impairment loss on unsuccessful development work was recognised.
| for the period Jan 1− |
for the period Jan 1− |
for the period Apr 1− |
for the period Apr 1− |
|
|---|---|---|---|---|
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Loss on disposal of assets: Loss on disposal of property, plant and equipment Loss on disposal of |
- | 9,224 | - | 6,520 |
| intangible assets | - | 7 | - | 7 |
| - | 9,231 | - | 6,527 | |
| Recognised impairment losses on: |
||||
| Property, plant and equipment |
7,058 | 24,916 | 6,676 | 15,139 |
| Intangible assets | 776 | - | 439 | - |
| Other receivables | 366 | 1,012 | 366 | 962 |
| Other | 106 | - | 106 | - |
| 8,306 | 25,928 | 7,587 | 16,101 | |
| Other expenses: Investment property |
||||
| maintenance costs | 4,974 | 5,271 | 2,179 | 2,480 |
| Fines and compensations | 3,126 | 6,807 | 538 | 6,746 |
| Plant outages | 1,501 | 1,428 | 755 | 703 |
| Disaster recovery costs | 4,342 | 2,045 | 3,041 | 1,133 |
| Recognised provisions | 12,929 | 10,838 | 9,226 | 10,403 |
| Other (aggregated items), including: cost of provision of |
8,014 | 6,135 | 5,878 | 2,558 |
| welfare services current asset |
67 | 86 | 32 | 45 |
| decommissioning costs | 78 | 220 | 22 | 77 |
| court fees paid | 199 | 176 | 159 | 72 |
| donations | 4,739 | 2,864 | 4,139 | 1,273 |
| other | 2,931 | 2,789 | 1,526 | 1,091 |
| 34,886 | 32,524 | 21,617 | 24,023 | |
| 43,192 | 67,683 | 29,204 | 46,651 |
Provisions, comprising mainly the costs of revaluation of the provisions for environmental protections, in particular for land and site restoration, represent the largest item of other expenses. The largest item of impairment losses on property, plant and equipment is a PLN 6.8m impairment
loss on the fat processing unit of Zakłady Azotowe Chorzów S.A., recognised due to limited production capacity utilisation.
| for the period Jan 1− |
for the period Jan 1− |
for the period Apr 1− |
for the period Apr 1− |
|
|---|---|---|---|---|
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Interest income: | ||||
| Interest on bank deposits | 5,661 | 6,022 | 2,858 | 2,911 |
| Interest on cash pooling Interest on non-bank |
699 | 414 | 323 | 53 |
| borrowings | 6 | 20 | 1 | 10 |
| Interest on trade receivables | 716 | 4,145 | 339 | 3,590 |
| Other interest income | 48 | 29 | 15 | 12 |
| 7,130 | 10,630 | 3,536 | 6,576 | |
| Profit from sale of financial investments: |
||||
| Profits from sale of financial investments |
- | 69 | - | - |
| - | 69 | - | - | |
| Gains on measurement of financial assets and liabilities: Gains on measurement of financial assets at fair value |
||||
| through profit or loss Gains on measurement of financial liabilities at fair |
168 | 7,220 | - | - |
| value through profit or loss Increase in fair value transferred from equity as |
- | 12,618 | - | - |
| part of hedge accounting | - | 25 | - | 25 |
| 168 | 19,863 | - | 25 | |
| Other finance income: | ||||
| Foreign exchange gains | 35,586 | - | 34,592 | 9,336 |
| Dividends received | 296 | 668 | 296 | 668 |
| Discounting of liabilities | 41 | 56 | 41 | 56 |
| Other finance income | 4,942 | 168 | 3,585 | 844 |
| 40,865 | 892 | 38,514 | 10,904 | |
| 48,163 | 31,454 | 42,050 | 17,505 |
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| Interest expense: Interest on bank borrowings and overdraft facilities |
16,634 | 13,071 | 8,325 | 5,693 |
| Interest on cash pooling | 27 | 300 | (190) | 300 |
| Interest on non-bank borrowings Interest on finance lease |
2,565 | 52 | 1,275 | (1,115) |
| liabilities | 738 | 853 | 406 | 388 |
| Factoring interest Interest on receivables |
15 | 107 | 9 | 52 |
| discounting | 508 | 384 | 234 | 112 |
| Interest on trade payables | 26 | 344 | 8 | 302 |
| Interest on public charges | 191 | 316 | 110 | 262 |
| Other interest expense | 3,037 | 2,853 | 2,978 | 2,756 |
| 23,741 | 18,280 | 13,155 | 8,750 | |
| Loss on sale of financial investments: Loss on sale of financial |
||||
| investments | 51,993 | - | 51,993 | - |
| 51,993 | - | 51,993 | - | |
| Loss on measurement of financial assets and liabilities: Loss on measurement of financial assets at fair value through profit or loss Loss on measurement of derivatives hedging fair |
7,507 | - | 6,175 | 4,571 |
| value | - | - | - | 3,394 |
| 7,507 | - | 6,175 | 7,965 | |
| Other finance costs: | ||||
| Foreign exchange losses Unwind of discount on |
- | 12,497 | - | - |
| provisions and loans | 722 | 477 | 722 | 462 |
| Other finance costs | 182 | 7,497 | 182 | 8,429 |
| 904 | 20,471 | 904 | 8,891 | |
| 84,145 | 38,751 | 72,227 | 25,606 |
Loss on sale of financial investments includes mainly the consequences of loss of control over the subsidiary African Investment Group S.A.
Loss on measurement of financial assets and liabilities includes primarily net loss on the measurement of unrealised hedging transactions.
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| Current income tax: | ||||
| Current income tax expense Adjustments to current income tax for previous |
27,437 | 70,969 | (13,811) | 25,004 |
| years | (2,229) | (1,502) | (2,229) | (1,502) |
| 25,208 | 69,467 | (16,040) | 23,502 | |
| Deferred income tax: Deferred income tax associated with origination and reversal of temporary |
||||
| differences | 17,983 | (3,768) | 10,689 | (25,751) |
| 17,983 | (3,768) | 10,689 | (25,751) | |
| Income tax disclosed in the statement of profit or loss |
43,191 | 65,699 | (5,351) | (2,249) |
| for the period | for the period | for the period | for the period | |
|---|---|---|---|---|
| Jan 1− | Jan 1− | Apr 1− | Apr 1− | |
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Profit before tax | 167,664 | 443,414 | (68,856) | 120,206 |
| Tax calculated at the | ||||
| applicable tax rate | 31,856 | 84,249 | (13,083) | 23,015 |
| Effect of tax rates in foreign | ||||
| jurisdictions | (138) | (312) | (69) | (156) |
| Effect of tax-exempt income | ||||
| (+/-) | (3,494) | (216) | (3,494) | (216) |
| Effect of non-tax-deductible | ||||
| expenses (+/-) | 9,573 | 16,320 | 2,061 | 8,160 |
| Tax effect of inclusion of | ||||
| property, plant and | ||||
| equipment into operations in | ||||
| Special Economic Zone (+/-) | 725 | - | 241 | - |
| Tax effect of tax losses | ||||
| deducted in the period (+/-) | 158 | 252 | 158 | 126 |
| Recognition of state aid | ||||
| deductible in future periods | ||||
| (+/-) | (3,545) | (34,922) | (1,905) | (29,089) |
| Other (+/-) | 8,056 | 328 | 10,740 | (4,089) |
| Income tax disclosed in the | ||||
| statement of profit or loss | 43,191 | 65,699 | (5,351) | (2,249) |
| Effective tax rate | 25.8% | 14.8% | 7.8% | (1.9%) |
| for the period | for the period | for the period | for the period | |
|---|---|---|---|---|
| Jan 1− | Jan 1− | Apr 1− | Apr 1− | |
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Tax on items that will not be | ||||
| reclassified to profit or loss | ||||
| (+/-) | (2,472) | (1,479) | (2,472) | (1,479) |
| Remeasurement of net defined benefit |
||||
| obligation/asset | (2,472) | (1,480) | (2,472) | (1,480) |
| Other income | - | 1 | - | 1 |
| Tax on items that are or may | ||||
| be reclassified to profit or | ||||
| loss (+/-) | (4,607) | 3,938 | (3,699) | (177) |
| Measurement of hedging | ||||
| instruments through hedge | ||||
| accounting | (4,607) | 3,938 | (3,699) | (177) |
| Income tax disclosed in other | ||||
| comprehensive income | (7,079) | 2,459 | (6,171) | (1,656) |
| Assets (-) | Liabilities (+) | |||
|---|---|---|---|---|
| Jun 30 2018 | Dec 31 2017 | Jun 30 2018 | Dec 31 2017) | |
| unaudited | audited | unaudited | audited | |
| Property, plant and equipment | (89,271) | (89,651) | 312,162 | 309,541 |
| Perpetual usufruct of land | (91) | (55) | 81,450 | 85,400 |
| Investment property | (1,447) | (1,373) | 8,441 | 8,122 |
| Intangible assets | (2,681) | (7,779) | 61,136 | 67,209 |
| Financial assets | (7,873) | (629) | 14,250 | 14,451 |
| Inventories and property rights | (11,456) | (11,871) | 18,750 | 14,398 |
| Trade and other receivables | (562) | (6,031) | 2,589 | 1,359 |
| Trade and other payables | (52,994) | (54,877) | 1,244 | 1,557 |
| Other assets | (1,124) | (63) | 217 | 182 |
| Employee benefits | (83,751) | (82,531) | 25 | 19 |
| Provisions | (40,246) | (35,136) | 4,193 | 383 |
| Borrowings | (109) | (105) | - | - |
| Other financial liabilities | (391) | (286) | 396 | 292 |
| Measurement of hedging instruments through hedge accounting | (992) | - | - | 3,614 |
| State aid deductible in future periods | (86,387) | (92,180) | - | - |
| Tax losses | (5,613) | (17,606) | - | - |
| Other | (3,286) | (976) | (323) | 2,627 |
| Deferred tax assets (-)/liabilities (+) | (388,274) | (401,149) | 504,530 | 509,154 |
| Offset | 327,443 | 331,566 | (327,443) | (331,566) |
| Deferred tax assets (-)/liabilities (+) recognised in the statement of | ||||
| financial position | (60,831) | (69,583) | 177,087 | 177,588 |
The decrease in deferred tax asset is a consequence of utilisation of tax losses in the first half of 2018.
Basic earnings per share were calculated based on net profit attributable to owners of the Parent and the weighted average number of shares outstanding in the reporting period. The amounts were determined as follows:
| for the period | for the period | for the period | for the period | |
|---|---|---|---|---|
| Jan 1− | Jan 1− | Apr 1− | Apr 1− | |
| Jun 30 2018 | Jun 30 2017 | Jun 30 2018 | Jun 30 2017 | |
| unaudited | unaudited | unaudited | unaudited | |
| Net profit | 123,638 | 335,531 | (48,293) | 104,617 |
| Number of shares at beginning of period Number of shares at end of |
99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 |
| period | 99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 |
| Weighted average number of shares in the period |
99,195,484 | 99,195,484 | 99,195,484 | 99,195,484 |
| Earnings per share: | ||||
| Basic (PLN) | 1.25 | 3.38 | (0.49) | 1.05 |
| Diluted (PLN) | 1.25 | 3.38 | (0.49) | 1.05 |
There are no potentially dilutive shares which would cause dilution of earnings per share.
Carrying amount
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Land | 24,192 | 24,193 |
| Mineral deposits | 15,666 | 16,477 |
| Buildings and structures | 2,330,119 | 2,287,758 |
| Plant and equipment | 3,410,574 | 3,421,048 |
| Vehicles | 128,647 | 118,242 |
| Other property, plant and equipment | 106,540 | 104,922 |
| 6,015,738 | 5,972,640 | |
| Property, plant and equipment under construction | 910,023 | 807,108 |
| 6,925,761 | 6,779,748 |
| Land | Mineral deposits |
Buildings and structures |
Plant and equipment |
Vehicles | Other property, plant and equipment |
Property, plant and equipment under construction |
Total | |
|---|---|---|---|---|---|---|---|---|
| As at June 30th 2018 | ||||||||
| Gross carrying amount | 27,210 | 48,198 | 3,501,639 | 6,340,531 | 301,575 | 278,583 | 991,954 | 11,489,690 |
| Accumulated depreciation (-) | - | - | (1,110,533) | (2,805,487) | (128,009) | (170,132) | - | (4,214,161) |
| Impairment (-) | (3,018) | (32,532) | (60,987) | (124,470) | (44,919) | (1,911) | (81,931) | (349,768) |
| Net carrying amount as at June 30th 2018 (unaudited) |
24,192 | 15,666 | 2,330,119 | 3,410,574 | 128,647 | 106,540 | 910,023 | 6,925,761 |
| As at December 31st 2017 | ||||||||
| Gross carrying amount | 27,211 | 60,916 | 3,365,858 | 6,020,502 | 269,831 | 257,894 | 889,729 | 10,891,941 |
| Accumulated depreciation (-) | - | (11,907) | (1,020,200) | (2,478,334) | (106,684) | (151,650) | - | (3,768,775) |
| Impairment (-) | (3,018) | (32,532) | (57,900) | (121,120) | (44,905) | (1,322) | (82,621) | (343,418) |
| Net carrying amount as at December 31st 2017 (audited) |
24,193 | 16,477 | 2,287,758 | 3,421,048 | 118,242 | 104,922 | 807,108 | 6,779,748 |
In the six months ended June 30th 2018, the Group purchased property, plant and equipment with a total value of PLN 710,467 thousand (the six months ended on June 30th 2017: PLN 1,215,285 thousand). In the six months ended June 30th 2018, the Group sold property, plant and equipment with a total net value of PLN 547 thousand (the six months ended June 30th 2017: PLN 2,778 thousand). For more information on the loss on sale and liquidation of property, plant and equipment, see Note 4.
At some of the Group companies, property, plant and equipment was reviewed for indications of impairment and impairment losses recognised in previous years were assessed to see if they were still justified. Having identified indications of impairment, such as adverse changes in the prices of key products and raw materials of the Group, impairment tests were performed.
The tests carried out at the Parent, Grupa Azoty PUŁAWY, GZNF Fosfory Sp. z o.o. and Agrochem Puławy Sp. z o.o. showed an excess of the recoverable amounts of non-current assets held and used over their carrying amount, with changes in key assumptions not affecting the carrying amount of the assets. Zakłady Azotowe Chorzów S.A. identified indications that the recoverable amount of the fat processing unit as at the end of June 30th 2018 may have decreased. The indications included:
Based on the above indications, as at June 30th 2018 property, plant and equipment and intangible assets of the fat processing unit were tested for impairment and the unit's recoverable amount was measured.
Key assumptions:
The results of the test showed impairment and the need to recognise an impairment loss on the assets assigned to the unit, in the amount of PLN 6.8m (including an impairment loss of PLN 6.5m on property, plant and equipment).
The table below presents the estimated changes in the impairment loss on the assets as at June 30th 2018 due to change in key assumptions.
| Effect on impairment loss (PLN '000) | ||||
|---|---|---|---|---|
| Metric | Change | Increase | Decrease | |
| +5% | - | 1,404 | ||
| Change in EBITDA | -5% | 1,404 | - | |
| +0.5 pp | 2,125 | - | ||
| WACC | -0.5 pp | - | 2,473 |
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Trade marks | 88,788 | 88,788 |
| Corporate logo | 63,000 | 84,000 |
| Customer portfolio | 37,961 | 50,222 |
| Patents and licences | 91,762 | 93,862 |
| Software | 32,432 | 36,319 |
| Development costs | 1,882 | 4,766 |
| Other intangible assets | 7,758 | 7,419 |
| 323,583 | 365,376 | |
| Intangible assets under construction | 51,620 | 30,379 |
| 375,203 | 395,755 |
In addition to the above intangible assets, the Group discloses goodwill of PLN 32,468 thousand (as at December 31st 2017: PLN 32,468 thousand).
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Cash in hand | 632 | 547 |
| Bank balances in PLN | 280,356 | 187,720 |
| Bank balances in foreign currencies (translated to PLN) | 262,920 | 301,339 |
| Bank deposits − up to 3 months | 521,293 | 588,223 |
| Other bank deposits | 23,256 | 7,849 |
| Other | 339 | 207 |
|---|---|---|
| 1,088,796 | 1,085,885 | |
| Cash and cash equivalents in the statement of financial | ||
| position | 1,088,796 | 1,085,885 |
| Cash and cash equivalents in the statement of cash flows | 1,088,796 | 1,085,885 |
| Restricted cash | 2,424 | 1,115 |
Restricted cash comprises mainly funds deposited in an interest-bearing bank account to secure open letters of credit and funds blocked in a bank account.
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Bank borrowings | 1,521,605 | 1,476,873 |
| Non-bank borrowings | 123,451 | 158,215 |
| 1,645,056 | 1,635,088 | |
| including | ||
| Long-term | 1,529,586 | 1,564,879 |
| Short-term | 115,470 | 70,209 |
| 1,645,056 | 1,635,088 |
| as at June 30th 2018 (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Up to 1 | Over 5 | |||||
| rate | year | 1−2 years | 2−5 years | years | ||
| in foreign | ||||||
| currency | in PLN | |||||
| fixed | 983,564 | 983,564 | 34,335 | 45,831 | 131,071 | 772,327 |
| fixed | 151,222 | 661,492 | 81,135 | 82,552 | 240,979 | 256,826 |
| 1,645,056 | 115,470 | 128,383 | 372,050 | 1,029,153 | ||
| Reference variable / variable / |
Amount as at the reporting date |
| as at December 31st 2017 (audited) | |||||||
|---|---|---|---|---|---|---|---|
| Reference | Amount as at the | Up to 1 | Over 5 | ||||
| Currency | rate | reporting date | year | 1−2 years | 2−5 years | years | |
| in foreign | |||||||
| currency | in PLN | ||||||
| variable / | |||||||
| PLN | fixed | 1,004,334 | 1,004,334 | 31,599 | 45,967 | 853,105 | 73,663 |
| variable / | |||||||
| EUR | fixed | 151,253 | 630,753 | 38,609 | 162,089 | 238,473 | 191,582 |
| XOF | variable | 158 | 1 | 1 | - | - | - |
| 1,635,088 | 70,209 | 208,056 | 1,091,578 | 265,245 |
The Group's financing is based on variable and fixed interest rates. Depending on the currency, the variable rates are based on WIBOR or EURIBOR.
As at June 30th 2018, the Group had access to credit limits of approximately PLN 3,407m (December 31st 2017: PLN 1,188m).
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Pension benefit obligations | 147,319 | 136,968 |
| Jubilee benefit obligations | 208,759 | 200,861 |
| Pensioner Social Fund benefit obligations | 22,024 | 18,399 |
| Other obligations | 22,249 | 22,869 |
| 400,351 | 379,097 | |
| including | ||
| Long-term | 357,233 | 336,781 |
| Short-term | 43,118 | 42,316 |
| 400,351 | 379,097 |
Key actuarial assumptions relating to the provisions for jubilee benefit obligations and pension benefit obligations:
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Provision for litigation | 5,513 | 5,164 |
| Provision for environmental protection, including site | ||
| restoration | 123,847 | 114,353 |
| Provision for demolition of mercury electrolysis facilities | 9,293 | 8,713 |
| Other provisions | 22,036 | 24,315 |
| 160,689 | 152,545 | |
| including | ||
| Long-term | 134,107 | 122,740 |
| Short-term | 26,582 | 29,805 |
| 160,689 | 152,545 |
Items classified as other provisions include provisions for future liabilities under anticipated fines and compensations due for damage to property, as well as provisions for costs related to removal and disposal of waste.
The PLN 41,451 thousand increase in property rights was attributable to the increase in CO2 emission rights granted.
The PLN 244,073 thousand decrease in other financial assets was related to the termination of term deposits on maturity.
The PLN 305,179 thousand increase in receivables, including in particular trade receivables, was attributable to longer periods of collection of payments for fertilizers sold off-season.
The PLN 31,084 thousand increase in other current financial liabilities was related to higher receivables sold as at June 30th 2018 compared with December 31st 2017 (this item includes liabilities on discounting of receivables of Grupa Azoty ATT Polymers GmbH from mBank, due to, inter alia, the currency surplus in the Company's account).
Financial assets
| as at Jun 30 2018 |
|
|---|---|
| unaudited | |
| At fair value through profit or loss | - |
| At amortised cost | 1,994,581 |
| At fair value through other comprehensive income | 94,919 |
| 2,089,500 | |
| Recognised in the statement of financial position as: | |
| Derivative financial instruments | - |
| Shares | 6,782 |
| Trade and other receivables* | 979,792 |
| Cash and cash equivalents | 1,088,796 |
| Other financial assets | 14,130 |
| 2,089,500 | |
| as at Dec 31 2017 |
|
| At fair value through profit or loss | 2,284 |
| Loans and receivables | 1,210,115 |
| Cash and cash equivalents | 1,085,885 |
| Financial assets available for sale | 307 |
| Other financial assets | |
| 2,298,591 | |
| Recognised in the statement of financial position as: | |
| Shares | 307 |
| Trade and other receivables* | 954,205 |
| Cash and cash equivalents | 1,085,885 |
| Derivative financial instruments | 2,284 |
| Other financial assets | 255,910 |
| as at | as at | |
|---|---|---|
| Jun 30 2018 | Dec 31 2017 | |
| unaudited | audited | |
| At fair value through profit or loss | 5,110 | - |
| At amortised cost | 3,054,396 | 2,908,157 |
| 3,059,506 | 2,908,157 | |
| Recognised in the statement of financial position as: | ||
| Long-term borrowings | 1,529,586 | 1,564,879 |
| Short-term borrowings | 115,470 | 70,209 |
| Derivative financial instruments | 5,110 | - |
| Trade and other payables** | 1,313,028 | 1,201,993 |
| Other non-current financial liabilities | 33,744 | 39,592 |
| Other current financial liabilities | 62,568 | 31,484 |
| 3,059,506 | 2,908,157 |
*Trade and other receivables in the statement of financial position represents this asset item less non-financial receivables not classified as financial instruments (including: receivables under advance payments; taxes, subsidies, customs duties and social security receivable; prepaid expenses).
**Trade and other payables in the statement of financial position represents this item of liabilities less non-financial liabilities not classified as financial instruments (including: liabilities under advance payments received; taxes, subsidies, customs duties and social security payable; liabilities to shareholders; accrued expenses and deferred revenue).
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. The Group is exposed to credit risk principally in connection with its trade receivables, short-term bank deposits, bank accounts, and cash pooling.
The following table presents Grupa Azoty's maximum exposure to credit risk:
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Assets measured at fair value through profit or loss | - | 2,284 |
| Assets measured at amortised cost | 1,994,581 | 2,218,125 |
| Assets measured at fair value through other | ||
| comprehensive income | 88,455 | 78,182 |
| 2,083,036 | 2,298,591 |
The credit risk structure of trade receivables by the Group's product groups is presented in the table below:
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Agro Fertilizers | 313,457 | 160,511 |
| Plastics | 235,861 | 284,502 |
| Chemicals | 346,739 | 317,393 |
| Energy | 22,385 | 22,223 |
| Other Activities | 38,524 | 23,772 |
| 956,966 | 808,401 |
The Group's trade receivables from third parties are in the first place insured under a global trade credit insurance policy, which limits the Group's credit risk exposure to the deductible amount (i.e. 5–10% of the amount of insured receivables). The policy ensures that customers' financial condition is monitored on a ongoing basis and enables debt recovery when required. Upon a customer's actual or legal insolvency, the Company receives compensation equal to 90–95% of the amount of the insured receivables.
A part of the Group's trade receivables from third parties not covered by the policy is secured with letters of credit and guarantees or other forms of security acceptable to the Group.
Trade credit limit is granted primarily on the basis of the insurance company's decision, but also taking into account positive trading history with the customer and the customer's creditworthiness (assessed based on business intelligence reports), financial statements and payment history.
If there is no positive history of trading between the Group and a customer, or where transactions are occasional and the credit limit cannot be insured, the customer is required to make a prepayment or provide security.
Credit risk exposure is defined as the total of unpaid receivables, monitored on an ongoing basis by the Group's internal financial staff (individually for each trading partner) and, if a receivable is insured, also by insurance companies' credit analysts.
Detailed information on the fair value of financial instruments whose fair value can be estimated is presented below:
The table below presents Grupa Azoty's financial instruments, carried at fair value, by levels in the fair value hierarchy, as at June 30th 2018:
| Hierarchy level (unaudited) | Level 2 | Level 3 |
|---|---|---|
| Financial assets at fair value, including: | ||
| measured at fair value through other comprehensive | ||
| income | - | 6,767 |
| - | 6,767 | |
| Financial liabilities at fair value, including: |
Interim condensed consolidated financial statements for the six months ended June 30th 2018 (all amounts in PLN '000 unless indicated otherwise)
| currency futures and forward contracts | 5,110 - |
|---|---|
| ---------------------------------------- | ------------ |
| 5,110 | - |
|---|---|
The table below presents Grupa Azoty's financial instruments, carried at fair value, by levels in the fair value hierarchy, as at December 31st 2017:
| Hierarchy level (audited) | Level 2 | Level 3 |
|---|---|---|
| Financial assets at fair value, including: | ||
| shares classified as available for sale | - | 303 |
| currency futures and forward contracts | 2,283 | - |
| 2,283 | 303 |
The fair value hierarchy presented in the tables above is as follows:
Level 1 – price quoted in an active market for the same asset or liability,
Level 2 – values based on inputs other than quoted Level 1 prices that are either directly or indirectly observable or determined on the basis of market data,
Level 3 – values based on input data that are not based on observable market data.
The fair value of foreign currency contracts presented in Level 2 is determined on the basis of a valuation carried out by brokers or banks with which the relevant contracts have been concluded. The valuations are verified by discounting the expected cash flows from the contracts at market interest rates effective as at the reporting date.
As at June 30th 2018, the notional amount of the Group's open currency derivatives (forwards) totalled EUR 48.9m (which included instruments maturing in H2 2018: July – EUR 11.2m, August – EUR 6.8m, September – EUR 7m, October – EUR 6.7m, November – EUR 4m; and in H1 2019: January – EUR 0.5m, February – EUR 3m, March – EUR 3m, April – EUR 3m, May – EUR 3.2m, and June – EUR 0.5m); as well as USD 4.4m (maturing in H2 2018: July – USD 1.7m, August – USD 0.6m, September – USD 0.8m, November – USD 0.4m and December – USD 0.9m).
As at December 31st 2017, the notional amount of the Group's open currency derivatives (forwards) was EUR 18.8m. The Group did not hold any unrealised currency derivatives (forwards) denominated in USD.
Such contracts are only entered into with reliable banks under framework agreements. All the contracts reflect actual cash flows in foreign currencies. Currency forwards and derivative contracts are executed to match the Company's currency exposure and their purpose is to limit the effect of exchange rate fluctuations on profit or loss.
The Group applies cash flow hedge accounting. The hedged items are highly probable future proceeds from sale transactions in the euro, which will be recognised in profit or loss in the period from December 2018 to June 2025. The hedging covers currency risk. The hedge is a euro-denominated credit facility of EUR 127,134 thousand as at June 30th 2018, repayable from December 2018 to June 2025 in 14 equal half-year instalments of EUR 9,081 thousand each. As at June 30th 2018, the fair value of the facility was PLN 559,804 thousand and the hedging reserve as at June 30th 2018 included: PLN (5,223) thousand on account of the effective hedge. In H1 2018, the Group did not reclassify any hedge accounting amounts from other comprehensive income to the statement of profit or loss.
| as at | as at | |
|---|---|---|
| Jun 30 2018 | Dec 31 2017 | |
| unaudited | audited | |
| Contingent receivables | 20,338 | 28,377 |
As at the reporting date, contingent receivables comprised primarily receivables related to the claim raised against Ciech S.A. for payment of PLN 18,864 thousand for breach of the warranties made by Ciech S.A. in the agreement for purchase of shares in GZNF Fosfory Sp. z o.o. (a subsidiary of Grupa Azoty PUŁAWY). On October 30th 2012, Grupa Azoty PUŁAWY filed a suit with the Regional Court in Warsaw. The case is pending.
| as at | as at | |
|---|---|---|
| Jun 30 2018 | Dec 31 2017 | |
| unaudited | audited | |
| Guarantees | 64 | 64 |
| Other contingent liabilities | 30,151 | 29,177 |
| 30,215 | 29,241 |
There were no major changes in contingent assets and liabilities relative to disclosures made in the full-year consolidated financial statements.
Trade transactions with associates Trade transactions
| Receivable | ||||
|---|---|---|---|---|
| Revenue | s | Purchases | Liabilities | |
| In the six months ended June 30th 2018 and as at that date (unaudited) |
||||
| Related parties of Grupa Azoty POLICE |
3,976 | 14,003 | 4,524 | 1,193 |
| Related parties of Grupa Azoty PUŁAWY |
112 | 132 | 8,976 | 1,360 |
| 4,088 | 14,135 | 13,500 | 2,553 | |
| Revenue | Purchases | |||
| In the six months ended June 30th 2017 (unaudited) | ||||
| Related parties of Grupa Azoty KĘDZIERZYN | 748 | 8,775 | ||
| Related parties of Grupa Azoty POLICE | 4,870 | 6,165 | ||
| Related parties of Grupa Azoty PUŁAWY | 1,809 | 17,323 | ||
| 7,427 | 32,263 |
| Receivables | Liabilities | |
|---|---|---|
| as at December 31st 2017 (audited) | ||
| Related parties of Grupa Azoty KĘDZIERZYN | 2,249 | 789 |
| Related parties of Grupa Azoty POLICE | 721 | 2,046 |
| Related parties of Grupa Azoty PUŁAWY | 735 | 1,603 |
| 3,705 | 4,438 |
| Other income |
Other expenses |
Finance income |
Finance costs |
|
|---|---|---|---|---|
| In the six months ended June 30th 2018 (unaudited) |
||||
| Related parties of Grupa Azoty POLICE |
- | - | - | 7 |
| Related parties of Grupa Azoty PUŁAWY |
25 | - | 100 | - |
| 25 | - | 100 | 7 | |
| Other income |
Other expenses |
Finance income |
Finance costs |
|
| In the six months ended June 30th 2017 (unaudited) |
||||
| Related parties of Grupa Azoty KĘDZIERZYN |
1,129 | 6 | - | - |
| Related parties of Grupa Azoty POLICE |
- | - | 38 | - |
| Related parties of Grupa Azoty PUŁAWY |
171 | - | 6 | - |
| 1,300 | 6 | 44 | - |
Pursuant to the intragroup financing agreement of April 23rd 2015, as amended:
As at June 30th 2018, the Parent had a loan facility of PLN 150,110 thousand contracted with the EBRD (December 31st 2017: PLN 150,174 thousand).
Material related-party transactions executed by the Group on non-arm's length terms
In the six months ended June 30th 2018, the Group did not execute any related-party transactions on non-arm's length terms.
Transactions with members of the Management Board and Supervisory Board of the Parent, their spouses, siblings, ascendants, descendants or other closely related persons During the six months ended June 30th 2018, the Group did not grant any advances, loans, guarantees or sureties to members of its management or supervisory personnel or persons closely related to them, nor did it enter into any agreements whereby such persons are required to provide benefits to the Group.
In the period ended June 30th 2018, the Group signed contracts for new investment projects and for continuation of ongoing projects. The projects involve mainly the provision of chemical, construction, mechanical and electrical services, design services, and project supervision.
The largest capital commitments are as follows:
| as at Jun 30 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| Upgrade of steam generator | 83,500 | - |
| Construction of nitric acid unit | 82,542 | 80,248 |
| PDH propylene plant | 62,211 | 80,570 |
| Upgrade of synthesis gas compression unit | 43,965 | - |
| Expansion of production capacity of technical-grade nitric acid unit |
35,741 | 36,142 |
| Upgrade of phosphoric acid unit including computerisation | 25,342 | 33,794 |
| Construction and procurement of equipment for Chemical Technology and Development Centre |
21,525 | 37,432 |
| Speciality esters unit | 15,774 | 31,716 |
| Raw gas compressor (GHH) | 10,671 | 13,308 |
The total amount of commitments under the contracts was PLN 531,878 thousand (December 31st 2017: PLN 524,338 thousand).
Changes in impairment losses on property, plant and equipment
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| At the beginning of the period |
343,418 | 280,368 | 343,427 | 288,230 |
| Effect of acquisition of companies |
43 | - | - | - |
| Recognised | 7,050 | 24,216 | 6,668 | 14,392 |
| Reversed (-) | (383) | (1,741) | (26) | (1,741) |
| Used (-) | (360) | (2,129) | (301) | (167) |
| At end of period | 349,768 | 300,714 | 349,768 | 300,714 |
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| At the beginning of the period |
44,472 | 43,028 | 47,182 | 42,233 |
| Effect of acquisition of companies |
7 | - | - | - |
| Recognised | 16,844 | 13,844 | 10,941 | 11,352 |
| Reversed (-) | (3,310) | (1,841) | (2,932) | (535) |
| Used (-) | (7,845) | (5,440) | (5,023) | (3,459) |
| At end of period | 50,168 | 49,591 | 50,168 | 49,591 |
| for the period Jan 1− Jun 30 2018 |
for the period Jan 1− Jun 30 2017 |
for the period Apr 1− Jun 30 2018 |
for the period Apr 1− Jun 30 2017 |
|
|---|---|---|---|---|
| unaudited | unaudited | unaudited | unaudited | |
| At the beginning of the | ||||
| period | 98,045 | 80,505 | 96,326 | 79,924 |
| Recognised | 14,208 | 5,839 | 12,081 | 1,367 |
| Reversed (-) | (9,981) | (2,333) | (8,386) | 1,988 |
| Used (-) | (6,645) | (403) | (4,394) | 329 |
| At end of period | 95,627 | 83,608 | 95,627 | 83,608 |
On July 26th 2018, the Company and the European Bank for Reconstruction and Development signed a new long-term credit facility agreement and an annex to the long-term credit facility agreement of May 28th 2015 ("First EBRD Agreement").
The Company concluded with the EBRD a new financing agreement for up to PLN 500m ("Second EBRD Agreement), and the Company's Key Subsidiaries entered into a new guarantee agreement with the EBRD under which the Key Subsidiaries, acting as Guarantors, provided guarantees for the Company's liabilities under the Second EBRD Agreement, with each guarantee covering up to one-third (1/3) of 120% of the amount provided under the Second EBRD Agreement, i.e. up to PLN 200m.
The Second EBRD Agreement for up to PLN 500m was concluded for a period of up to ten years. The credit facility is to be repaid in instalments, starting within three years from the Second EBRD Agreement date.
Furthermore, the Company and the EBRD executed an annex to the First EBRD Agreement of May 28th 2015 for up to PLN 150m in order to harmonise the material terms and conditions of the First EBRD Agreement and the Second EBRD Agreement, thus marking the end of harmonisation of the agreements for corporate financing of the Group.
The agreements with the EBRD are an integral part of the long-term financing package intended for the financing of Grupa Azoty's general corporate needs, including its strategy and investment programme.
On May 9th 2018, the Management Board of the Parent passed a resolution to propose to the Annual General Meeting that the net profit for 2017, of PLN 354,792,505.28, be allocated as follows:
On May 17th 2018, the Parent's Supervisory Board approved the Management Board's proposal for the Annual General Meeting to allocate the 2017 net profit in accordance with the Management Board's resolution of May 9th 2018.
On May 30th 2018, the Management Board of the Parent resolved to propose the following dates relating to payment of dividend for 2017:
On June 1st 2018 the Parent's Supervisory Board resolved to endorse the Management Board's recommendation of dates relating to payment of dividend for 2017 for the Annual General Meeting. On June 28th 2018, the Annual General Meeting passed a resolution to pay dividend for 2017 as follows:
The Parent paid dividend when due.
Seasonality of operations is seen mainly in the markets for mineral fertilizers.
The first half of each year is a period of increased field work activity in the agricultural sector, preceded by increased demand for means of agricultural production (including mineral fertilizers). The Group follows a policy of mitigating seasonality through optimum volume allocation:
Because of its chief application (as a component of paints and varnishes), titanium white is a seasonal product used in structural construction. The demand for titanium white depends on the situation on the application markets, especially the construction market. It usually starts to rise at the end of the first quarter and falls as the construction season ends in autumn.
In the case of the Group's other products, seasonality does not have a material effect on the Group's results as they represent a small proportion of total output.
The interim condensed consolidated financial statements for the six months ended June 30th 2018 contain 61 pages.60
Signatures of members of the Management Board
……………………………… ……………………………… Wojciech Wardacki, PhD Witold Szczypiński
President of the Management Board Vice President of the Management Board Director General
……………………………… Mariusz Grab Grzegorz Kądzielawski, PhD Vice President of the Management
………………………………
Board Vice President of the Management Board
……………………………… ……………………………… Paweł Łapiński Artur Kopeć Vice President of the Management
Board Member of the Management Board
Person responsible for maintaining accounting records
………………………………
Tarnów, August 27th 2018
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