Annual Report • Apr 9, 2018
Annual Report
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Translator's Explanatory Note
| Letter by the President of the Management Board of Arctic Paper S.A. |
5 |
|---|---|
| Introduction | 6 |
| Information on the report | 7 |
| Definitions and abbreviations | 8 |
| Abbreviations applied to business entities, institutions and authorities of the Company |
8 |
| Definitions of selected terms and financial indicators and abbreviations of currencies |
10 |
| Other definitions and abbreviations | 11 |
| Forward looking statements | 12 |
| Forward looking statements relating to risk factors |
12 |
| Management Board Report | 13 |
| Description of the Arctic Paper Group's business |
14 |
| General information | 14 |
| Capital Group structure | 15 |
| Changes in the capital structure of the Arctic Paper Group15 | |
| Modifications to the core management principles | 16 |
| Shareholding structure | 16 |
| Market environment | 17 |
| Development directions and strategy | 19 |
| Sales structure | 20 |
| Sales markets | 20 |
| Buyers | 20 |
| Vendors & Suppliers | 21 |
| Information on the seasonal or cyclical nature of business 22 | |
| Research and development | 22 |
| Environment | 23 |
| Summary of consolidated financial results | 25 |
| Selected items of the statement of financial position | 28 |
|---|---|
| Selected items of the consolidated cash flows | 31 |
| Relevant information and factors affecting the financial results and the assessment of the |
|
| financial standing | 32 |
| Key factors affecting the performance results | 32 |
| Unusual events and factors | 33 |
| Impact of changes in Arctic Paper Group's structure on the financial result |
33 |
| Other material information | 33 |
| Factors influencing the development of the Arctic Paper Group |
35 |
| Information on market trends | 35 |
| Factors influencing the financial results in the perspective of the next year |
36 |
| Risk factors | 36 |
| Supplementary information | 40 |
| Management Board position on the possibility to achieve the projected financial results published earlier |
40 |
| Dividend information | 40 |
| Changes to the bodies of Arctic Paper S.A. | 40 |
| Changes to the share capital of Arctic Paper S.A. | 40 |
| Information on purchase of treasury shares | 40 |
| Remuneration paid to Members of the Management Board and the Supervisory Board |
40 |
| Agreements with Members of the Management Board guaranteeing financial compensation |
41 |
| Changes in holdings of the Issuer's shares or rights to shares by persons managing and supervising Arctic Paper S.A |
41 |
| Management of financial resources | 41 |
| Capital investments | 41 |
| Information of sureties, guarantees and pledges | 41 |
| Material off-balance sheet items | 43 |
| Assessment of the feasibility of investment plans | 43 |
| Information on court and arbitration proceedings and proceedings pending before public administrative |
authorities 43
Selected items of the consolidated profit and loss account 25
| Information on transactions with related parties executed on | |
|---|---|
| non-market terms and conditions | 43 |
| Information on agreements resulting in changes to the proportions of share holdings |
43 |
| Information on purchase of treasury shares | 43 |
| Information on remuneration of the entity authorised to audit the financial statements |
43 |
| Headcount | 44 |
| Statement on the application of the Corporate Governance Rules |
45 |
| Corporate Governance Rules | 45 |
| Information on the extent the Issuer waived the provisions of the Corporate Governance Rules |
45 |
| Internal control and risk management systems with reference to the development processes of financial statements |
48 |
| Shareholders that directly or indirectly hold significant packages of shares |
49 |
| Securities with special control rights | 49 |
| Information on major restrictions on transfer of title to the Issuer's securities and all restrictions concerning the exercising of voting rights |
49 |
| Description of the principles of amending the Issuer's Articles of Association |
50 |
| Description of the functioning of the General Meeting | 50 |
| Operation of the Issuer's managing and supervising bodies | |
| and its committees as well as information on the composition of those bodies |
51 |
| Information compliant with the requirements of | |
| Swedish regulations concerning corporate governance. |
57 |
| General Meeting of Shareholders | 57 |
| Appointment of the Company's bodies and auditors | 57 |
| Tasks of the bodies of the Company | 57 |
| Size and composition of the Company's bodies | 57 |
| Chairpersons of the bodies of the Company | 58 |
| Procedures of the bodies of the Company | 58 |
| Remuneration of members of the bodies of the Company and managerial staff |
58 |
| Information on corporate governance | 58 |
| Statements of the Management Board | 59 |
|---|---|
| Accuracy and reliability of the presented reports | 59 |
| Appointment of the entity authorized to audit financial statements |
59 |
| Consolidated financial statements | 60 |
| Selected consolidated financial data | 61 |
| Consolidated financial statements | 62 |
| Consolidated profit and loss account | 62 |
| Consolidated statement of total comprehensive income | 63 |
| Consolidated cash flow statement | 65 |
| Consolidated statement of changes in equity | 66 |
| Accounting principles (policies) and additional explanatory notes |
68 |
| 1. General information |
68 |
| 2. | Composition of the Group | 69 |
|---|---|---|
| 3. | Management and supervisory bodies | 71 |
| 4. | Approval of the financial statements | 72 |
| 5. estimates |
Material values based on professional judgement and | 72 |
| 6. | Basis of preparation of the consolidated financial statements |
74 |
| 7. | Modifications to the applied accounting principles and data comparability |
75 |
| 8. | New standards and interpretations that have been published and are not yet effective |
76 |
| 9. | Significant accounting policies | 79 |
| 10. | Operational segments | 95 |
| 11. | Income and costs | 100 |
| 12. | Components of other comprehensive income | 102 |
| 13. | Income tax | 103 |
| 14. | Fixed assets classified as available for sale, discontinued operations |
107 |
| 15. | Social assets and liabilities of ZFŚS | 108 |
| 16. | Earnings per share | 109 |
| 17. | Dividend paid and proposed | 110 |
| 18. | Tangible fixed assets | 110 |
|---|---|---|
| 19. | Leases | 112 |
| 20. | Investment properties | 112 |
| 21. | Intangible assets | 113 |
| 22. | Investments in affiliates and joint ventures measured with the equity method |
115 |
| 23. | Business combinations and acquisition of non controlling interests |
115 |
| 24. | Other assets | 116 |
| 25. | Impairment test for tangible fixed assets and intangible assets |
116 |
| 26. | Employment benefits | 118 |
| 27. | Inventories | 120 |
| 28. | Trade and other receivables | 121 |
| 29. | Cash and cash equivalents | 122 |
| 30. | Share capital and reserve capital/other reserves | 124 |
| 31. | Conditional increase of share capital | 128 |
| 32. | Interest-bearing bank loans, bonds and borrowings and other financial liabilities |
129 |
| 33. | Provisions | 132 |
| 34. | Trade payables, other liabilities and accruals and | |
| deferred income | 132 | |
| 35. | Investment plans | 134 |
| 36. | Contingent liabilities | 134 |
| 37. | Information on related entities | 134 |
| 38. | Information on the agreement and remuneration of the statutory auditor or entity authorised to audit financial |
|
| statements | 136 | |
| 39. | Financial risk management objectives and policies 136 | |
| 40. | Financial instruments | 139 |
| 41. | Capital management | 149 |
| 42. | Employment structure | 149 |
| 43. | CO2 emission rights | 150 |
| 44. | Certificates in cogeneration | 150 |
| 45. | Grants and operation in SEZ (Special Economic Zone) | 151 |
| 46. | Material events after the balance sheet date | 152 |
Dear Ladies and Gentlemen,
Over the past two years, we have laid the foundation for positive development for the Arctic Paper Group. The first steps wer e taken in 2015-2016, when a comprehensive cost-efficiency programme, combined with refinancing, strengthened our competitiveness. During 2017, we have developed a new strategy for the paper business "A Future in Paper - Strategic Agenda 2022", which is now being implemented in order to achieve sustainably higher profitability.
Our efforts have shown results. In 2017, the Arctic Paper Group reached a turnover of PLN 2,953 million and an EBITDA of PLN 242 million, despite tough market conditions for graphic paper operations. The massive increase in the pulp price during the year - which we have not yet fully compensated for by price increases – in combination with the fact that we operate in a competitive environment has put pressure on our margins. Through our majority ownership in the Swedish listed pulp producer Rottneros, which we consider to be a strategic financial asset, we receive our share of the profitability in the pulp market. The combination contributes to stability.
The market for graphic paper is shrinking and there remains significant overcapacity in the industry. Even though we estimate that we have the largest volume loss behind us, we are expecting the trend to continue in the foreseeable future. But development is not negative. There are growing segments in the graphical paper market, for exampl e within digital printing and high-quality graphical design.
The future of Arctic Paper does not primarily build on volumes and tonnes, but on customer relations and premium products with a higher value per tonne. We continue to gain market share with the help of our strong brands Munken, Arctic Volume, G-Print, Amber and Arctic. During 2017, we created growth in the digital printing segment, having introduced Amber Highway in 2015 and Munken Highway in 2016. This year, we completed the offering with the c oated G-Print Highway. Of our total output of 663,000 tonnes, specialty and premium papers now account for 20 percent of the volume, measured in tonnes, and 26 percent of the sales value.
An important part of our work is to continue to build a strong result-oriented corporate culture, in which all employees are truly engaged in our efforts. Therefore, we work goal-oriented, breaking down our goals to the level of entities and individuals. Sustainability is a central part of our strategy, and we make significant investments to reduce our environmental impact. The decision to expand the hydropower at our mill in Munkedal is one important step in this process.
We enter 2018 stronger than before. We have a plan for the future with six strategic initiatives for achieving an EBIT margin of 10 percent at least 2022. We believe in the future of paper and see great opportunities to become more profitable by focusing on selected segments and new geographical markets, working with customer-driven innovation and continuing to build strong brands.
Sincerely yours, Per Skoglund President of the Management Board of Arctic Paper S.A.
to the annual report for 2017 Arctic Paper S.A. Capital Group
This Consolidated Annual Report for 2017 was prepared in accordance with the Regulation of the Minister of Finance of 19 February 2009 on current and periodic disclosures made by issuers of securities and terms and conditions of classifying as equivalent information required by the law of non-member states (Journal of Laws of 2009, No. 33, item 259, as amended) and a part of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), approv ed by the EU (IFRS, EU).
As at the approval date of these consolidated financial statements for publication, in light of the current process of IFRS endorsement in the European Union and the nature of the Group's activities, there is no difference between the effective IFRS standards and the IFRS standards endorsed by the European Union. IFRS comprise standards and interpretations accepted by the International Accounting Standards Board (IASB).
Certain selected information contained in this report comes from the Arctic Paper Group management accounting system and statistics systems.
This Consolidated Annual Report presents data in PLN, and all figures, unless otherwise specified, are disclosed in PLN thousand.
Unless the context requires otherwise, the following definitions and abbreviations are used in the whole document:
| Arctic Paper Spółka Akcyjna with its registered office in | ||||
|---|---|---|---|---|
| Arctic Paper, Company, Issuer, Parent Company, AP | Poznań, Poland | |||
| Capital Group, Group, Arctic Paper Group, AP Group | Capital Group comprised of Arctic Paper Spółka Akcyjna and | |||
| its subsidiaries as well as joint ventures | ||||
| Arctic Paper Kostrzyn Spółka Akcyjna with its registered | ||||
| Arctic Paper Kostrzyn, AP Kostrzyn, APK | office in Kostrzyn nad Odrą, Poland | |||
| Arctic Paper Munkedals AB with its registered office in | ||||
| Arctic Paper Munkedals, AP Munkedals, APM | Munkedal Municipality, Västra County, Sweden | |||
| Arctic Paper Mochenwangen, AP Mochenwangen, APMW | Arctic Paper Mochenwangen GmbH with its registered office | |||
| in Mochenwangen, Germany | ||||
| Arctic Paper Grycksbo AB with its registered office in | ||||
| Arctic Paper Grycksbo, AP Grycksbo, APG | Kungsvagen, Grycksbo, Sweden | |||
| Arctic Paper Kostrzyn, Arctic Paper Munkedals, Arctic Paper | ||||
| Paper Mills | Grycksbo, Arctic Paper Mochenwangen (by the end of | |||
| December 2015) | ||||
| Arctic Paper Investment AB with its registered office in | ||||
| Arctic Paper Investment AB, API AB | Göteborg, Sweden | |||
| Arctic Paper Investment GmbH with its registered office in | ||||
| Arctic Paper Investment GmbH, API GmbH | Wolpertswende, Germany | |||
| Arctic Paper Verwaltungs GmbH with its registered office in | ||||
| Arctic Paper Verwaltungs | Wolpertswende, Germany | |||
| Arctic Paper Immobilienverwaltungs GmbH & Co. KG with its | ||||
| Arctic Paper Immobilienverwaltungs | registered office in Wolpertswende, Germany | |||
| Arctic Paper Kostrzyn Spółka Akcyjna with its registered | ||||
| Kostrzyn Group | office in Kostrzyn nad Odrą and EC Kostrzyn Sp. z o.o. with | |||
| its registered office in Kostrzyn nad Odrą | ||||
| Arctic Paper Investment GmbH, Arctic Paper Mochenwangen | ||||
| GmbH, Arctic Paper Verwaltungs GmbH, Arctic Paper | ||||
| Mochenwangen Group | Immobilienverwaltungs GmbH & Co.KG (disclosed in this | |||
| report as discontinued operations with the exception of | ||||
| provisions for retirement severance pay) | ||||
| Grycksbo Group | Arctic Paper Grycksbo AB and Arctic Paper Investment AB, | |||
| Arctic Paper Papierhandels GmbH with its registered office | ||||
| in Vienna (Austria); | ||||
| Arctic Paper Benelux SA with its registered office in Oud | ||||
| Haverlee (Belgium); | ||||
| Arctic Paper Danmark A/S with its registered office Greve | ||||
| Sales Offices | (Denmark); | |||
| Arctic Paper France SA with its registered office in Paris | ||||
| (France); | ||||
| Arctic Paper Deutschland GmbH with its registered office in | ||||
| Hamburg (Germany); |
| Arctic Paper Italia Srl with its registered office in Milan | ||
|---|---|---|
| (Italy); | ||
| Arctic Paper Baltic States SIA with its registered office in | ||
| Riga (Latvia); | ||
| Arctic Paper Norge AS with its registered office in Oslo | ||
| (Norway); | ||
| Arctic Paper Polska Sp. z o.o. with its registered office in | ||
| Warsaw (Poland); | ||
| Arctic Paper España SL with its registered office in Barcelona | ||
| (Spain); | ||
| Arctic Paper Sverige AB with its registered office in | ||
| Munkedal (Sweden); | ||
| Arctic Paper Schweiz AG with its registered office in Zurich | ||
| (Switzerland); | ||
| Arctic Paper UK Ltd with its registered office in Caterham | ||
| (UK); | ||
| Arctic Paper East Sp. z o.o. with its registered office in | ||
| Kostrzyn nad Odrą (Poland); | ||
| Arctic Paper Finance AB with its registered office in | ||
| Arctic Paper Finance AB | Göteborg, Sweden | |
| Rottneros, Rottneros AB | Rottneros AB with its registered office in Sunne, Sweden | |
| Rottneros AB with its registered office in Sunne, Sweden; | ||
| Rottneros Bruk AB with its registered office in Sunne, | ||
| Sweden; Utansjo Bruk AB with its registered office in | ||
| Harnösand, Sweden, Vallviks Bruk AB with its registered | ||
| Rottneros Group, Rottneros AB Group | office in Söderhamn, Sweden; Rottneros Packaging AB with | |
| its registered office in Stockholm, Sweden; SIA Rottneros | ||
| Baltic with its registered office in Ventspils, Latvia | ||
| Rottneros Bruk AB in Sunne, Sweden; Vallviks Bruk AB with | ||
| Pulp Mills | its registered office in Söderhamn, Sweden | |
| Rottneros Purchasing Office | SIA Rottneros Baltic with its registered office in Latvia | |
| Kalltorp Kraft Handelsbolaget with its registered office in | ||
| Office Kalltorp | Trollhattan, Sweden | |
| Nemus Holding AB | Nemus Holding AB with its registered office in Göteborg, Sweden |
|
| The Issuer's core shareholder, holding directly and indirectly | ||
| Thomas Onstad | over 50% of shares in Arctic Paper S.A.; a member of the | |
| Issuer's Supervisory Board | ||
| Management Board, Issuer's Management Board, Company's | Management Board of Arctic Paper S.A. | |
| Management Board, Group's Management Board | ||
| Supervisory Board, Issuer's Supervisory Board, Company's | Supervisory Board of Arctic Paper S.A. | |
| Supervisory Board, Group's Supervisory Board, SB | ||
| GM, General Meeting, Issuer's General Meeting, Company's | General Meeting of Arctic Paper S.A. | |
| General Meeting | ||
| EGM, Extraordinary General Meeting, Issuer's Extraordinary | Extraordinary General Meeting of Arctic Paper S.A. | |
| General Meeting, Company's Extraordinary General Meeting | ||
| Articles of Association, Issuer's Articles of Association, | Articles of Association of Arctic Paper S.A. | |
| Company's Articles of Association |
| SEZ | Kostrzyńsko-Słubicka Special Economic Zone | ||
|---|---|---|---|
| Court of Registration | District Court Poznań-Nowe Miasto i Wilda in Poznań | ||
| Warsaw Stock Exchange, WSE | Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna | ||
| Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna | |||
| KDPW, Depository | with its registered office in Warsaw | ||
| PFSA | Polish Financial Supervision Authority | ||
| SFSA | Swedish Financial Supervisory Authority, equivalent to PFSA | ||
| NASDAQ in Stockholm, Nasdaq | Stock Exchange in Stockholm, Sweden | ||
| CEPI | Confederation of European Paper Industries | ||
| EURO-GRAPH | The European Association of Graphic Paper Producers | ||
| Eurostat | European Statistical Office | ||
| GUS | Central Statistical Office of Poland | ||
| NBSK | Northern Bleached Softwood Kraft | ||
| BHKP | Bleached Hardwood Kraft Pulp |
| Ratio of profit (loss) on sales to sales revenues from | |||
|---|---|---|---|
| Sales profit margin | continuing operations | ||
| Profit on continuing operating activity (Earnings Before | |||
| EBIT | Interest and Taxes) | ||
| EBIT profitability, operating profitability, operating profit | Ratio of operating profit (loss) to sales revenues from | ||
| margin | continuing operations | ||
| Operating profit from continuing operations plus | |||
| depreciation and amortisation and impairment charges | |||
| EBITDA | (Earnings Before Interest, Taxes, Depreciation and | ||
| Amortisation) | |||
| Ratio of operating profit plus depreciation and amortisation | |||
| EBITDA profitability, EBITDA margin | and impairment charges to sales revenues from continuing | ||
| operations | |||
| Ratio of gross profit (loss) to sales revenues from continuing | |||
| Gross profit margin | operations | ||
| Sales profitability ratio, net profit margin | Ratio of net profit (loss) to sales revenues | ||
| Return on equity, ROE | Ratio of net profit (loss) to equity income | ||
| Return on assets, ROA | Ratio of net profit (loss) to total assets | ||
| EPS | Earnings Per Share, ratio of net profit to the weighted | ||
| average number of shares | |||
| BVPS | Book Value Per Share, Ratio of book value of equity to the | ||
| number of shares | |||
| Debt-to-equity ratio | Ratio of total liabilities to equity | ||
| Equity to fixed assets ratio | Ratio of equity to fixed assets | ||
| Ratio of interest-bearing debt and other financial liabilities | |||
| Interest-bearing debt-to-equity ratio | to equity | ||
| Ratio of interest-bearing debt minus cash to EBITDA from | |||
| Net debt-to-EBITDA ratio | continuing operations | ||
| Ratio of equity (calculated in compliance with Swedish GAAP | |||
| Solidity ratio | accounting principles) to assets | ||
| Ratio of interest value (less of financial lease interest) to | |||
|---|---|---|---|
| Interest coverage | EBITDA (calculated in compliance with Swedish GAAP | ||
| accounting principles) | |||
| EBITDA-to-interest coverage ratio | Ratio of EBITDA to interest expense from continuing | ||
| operations | |||
| Current liquidity ratio | Ratio of current assets to short-term liabilities | ||
| Ratio of current assets minus inventory and short-term | |||
| Quick ratio | accruals, prepayments and deferred costs to current | ||
| liabilities | |||
| Acid test ratio | Ratio of total cash and similar assets to short-term liabilities | ||
| DSI | Days Sales of Inventory, ratio of inventory to cost of sales | ||
| multiplied by the number of days in the period | |||
| Days Sales Outstanding, ratio of trade receivables to sales | |||
| DSO | revenues from continuing operations multiplied by the | ||
| number of days in the period | |||
| Days Payable Outstanding, Ratio of trade payables to cost of | |||
| DPO | sales from continuing operations multiplied by the number | ||
| of days in the period | |||
| Operating cycle | DSI + DSO | ||
| Cash conversion cycle | Operating cycle – DPO | ||
| FY | Financial year | ||
| Q1 | 1st quarter of the financial year | ||
| Q2 | 2nd quarter of the financial year | ||
| Q3 | 3rd quarter of the financial year | ||
| Q4 | 4th quarter of the financial year | ||
| H1 | First half of the financial year | ||
| H2 | Second half of the financial year | ||
| YTD | Year-to-date | ||
| Like-for-like, LFL | Analogous, with respect to operating result. | ||
| Percentage point – difference between two amounts of one | |||
| p.p. | item given in percentage | ||
| PLN, zł, złoty | Monetary unit of the Republic of Poland | ||
| grosz – 1/100 of one zloty (the monetary unit of the Republic | |||
| gr | of Poland | ||
| Euro, EUR | Monetary unit of the European Union | ||
| GBP | Pound sterling – monetary unit of the United Kingdom | ||
| SEK | Swedish Krona – monetary unit of the Kingdom of Sweden | ||
| United States dollar, the legal tender in the United States of | |||
| USD | America | ||
| IAS | International Accounting Standards | ||
| IFRS | International Financial Reporting Standards | ||
| International Financial Reporting Standards approved by the | |||
| IFRS EU | European Union | ||
| GDP | Gross Domestic Product | ||
| 50,000 Shares of Arctic Paper S.A. A series ordinary shares | |
|---|---|
| Series A Shares | of PLN 1 each. |
| 44,253,500 Shares of Arctic Paper S.A. B series ordinary | ||
|---|---|---|
| Series B Shares | shares of PLN 1 each. | |
| 8,100,000 Shares of Arctic Paper S.A. C series ordinary | ||
| Series C Shares | shares of PLN 1 each. | |
| 3,000,000 Shares of Arctic Paper S.A. E series ordinary | ||
| Series E Shares | shares of PLN 1 each. | |
| 13,884,283 Shares of Arctic Paper S.A. F series ordinary | ||
| Series F Shares | shares of the nominal value of PLN 1 each | |
| Series A, Series B, Series C, Series E, and Series F Shares | ||
| Shares, Issuer's Shares | jointly |
The information contained in this report which does not relate to historical facts relates to forwar d looking statements. Such statements may, in particular, concern the Group's strategy, business development, market projections, planned investment outlays, and future revenues. Such statements may be identified by the use of expressions pertaining to the future such as, e.g., "believe", "think", "expect", "may", "will", "should", "is expected", "is assumed", and any negations and grammatical forms of these expressions or similar terms. The statements contained in this report concerning matters which are n ot historical facts should be treated only as projections subject to risk and uncertainty. Forward-looking statements are inevitably based on certain estimates and assumptions which, although our management finds them rational, are naturally subject to kno wn and unknown risks and uncertainties and other factors that could cause the actual results to differ materially from the historica l results or the projections. For this reason, we cannot assure that any of the events provided for in the forward -looking statements will occur or, if they occur, about their impact on the Group's operating activity or financial situation. When evaluating the information presented in this report, one should not rely on such forward -looking statements, which are stated only as at the date they are expressed. Unless legal regulations contain detailed requirements in this respect, the Group shall not be obliged to update or verify those forward-looking statements in order to provide for new developments or circumstances. Furthermore, the Group is not obliged to verify or to confirm the analysts' expectations or estimates, except for those required by law.
In this report we described the risk factors that the Management Board of our Group considers specific to the sector we operate in; however, the list may not be exhaustive. Other factors may arise that have not been identified by us and that cou ld have material and adverse impact in the business, financial condition, results on operations or prospects of the Arctic Paper Group. In such circumstances, the price of the shares of the Company listed at the Warsaw Stock Exchange or at NASDAQ in Stockholm may decrease, investors may lose their invested funds in whole or in part and the potential dividend disbursement by the Company may be limited.
We ask you to perform a careful analysis of the information disclosed in 'Risk factors' of this report – the section contains a description of risk factors and uncertainties related to the business of the Arctic Paper Group.
from operations of the Arctic Paper S.A. Capital Group to the report for 2017
The Arctic Paper Group is a leading European producer in terms of production volume of bulky book paper, offering a broad range of products in the segment and one of the leading producers of high-quality graphic paper in Europe. The Group produces numerous types of uncoated and coated wood-free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and magazine publishing houses and the adverti sing industry. In connection with acquisition of the Rottneros Group in December 2012, the Group's assortment was expanded with the production of pulp. As at 31 December 2017 the Arctic Paper Group employs about 1,750 people in its Paper Mills, companies involved in sale of paper and in pulp producing companies, procurement office and a company producing food packaging. The Group's Paper Mills are located in Poland and Sweden, and have total production capacity of over 700,000 tons of paper per year. Paper production in the Paper Mill located in Germany, with total production output of 115,000 tons of
paper annually, was discontinued at the end of 2015. Our Pulp Mills are located in Sweden and have aggregated production capacities of over 400,000 tons of pulp annually. As at 31 December 2017 the Group had 14 Sales Offices ensuring access to all European markets, including Central and Eastern Europe. Our consolidated sales revenues for 12 months of 2017 amounted to PLN 2,953 million.
Arctic Paper S.A. is a holding company set up in April 2008. The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Poznań – Nowe Miasto i Wilda, 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Parent Entity holds statistical number REGON 080262255. The Company has a Branch office, which is located in Sweden, Gothenburg.
The principal business of the Arctic Paper Group is paper production and sales. The Group's additional business, partly subordinate to paper production, covers:
The Pulp Mill in Rottneros (Sweden) has production capacity of about 150,000 tons annually and produces
produces fine uncoated wood-free paper used primarily for printing books and high-quality brochures;
As on 31 December 2017 as well as on the day hereof, the Group owned the following Pulp Mills:
mainly two types of mechanical pulp: groundwood and chemo thermo mechanical pulp CTMP);
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 15
the Pulp Mill in Vallvik (Sweden) has the annual production capacity of about 250,000 tons and produces two types of long-fibre sulphate pulp: fully bleached sulphate pulp and unbleached sulphate pulp. The most of Vallvik Pulp Mill production is known as
The product assortment of the Arctic Paper Group covers: Uncoated wood-free paper, in particular:
NBSK pulp. The unbleached sulphate pulp produced by the Pulp Mill is characterised by very high purity and is primarily used to produce transformers and in cable industry.
The Arctic Paper Capital Group comprises Arctic Paper S.A., as the Parent Entity, and its subsidiaries, as well as joint ventures. Since 23 October 2009, Arctic Paper S.A. has been listed on the primary market of the Warsaw Stock Exchange and since 20 December 2012 in the NASDAQ stock exchange in Stockholm. The Group operates through its Paper Mills and Pulp Mills and its subsidiary producing packaging as well as its sales Offices and Procurement Offices.
Detailed information on the organisation of the Arctic Paper Capital Group with identification of the consolidated entities is provided in the section 'Accounting principles (policies)' and in note to the consolidated financial statements (note 1 and 2).
In 2017, no material changes in the capital structure of the Arctic Paper Group occurred.
In 2017 there were no material modifications to the core management principles.
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the majority shareholder of Arctic Paper S.A., holding (as at 31 December 2017) 40,381,449 shares of the Group's Company, which constitutes 58.28% of its share capital and corresponds to 58.28% of the total number of votes at General Meetings. Thus Nemus Holding AB is the parent entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares representing 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Company. Mr Thomas Onstad's total direct and indirect holding in the capital of Arctic Paper S.A. as at 31 December 2017 was 68.13% and has not changed until the date hereof.
| Shareholder | Number of shares |
Share in the share capital [%] |
Number of votes | Share in the total number of votes [%] |
|---|---|---|---|---|
| Thom a s O nsta d | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% |
| - indirectly via | 40 981 449 | 59,15% | 40 981 449 | 59,15% |
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58,28% |
| other entity | 600 000 | 0,87% | 600 000 | 0,87% |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% |
| O ther | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| Treasury shares | - | 0,00% | - | 0,00% |
| Tota l | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% |
| Shareholder | Number of shares |
Share in the share capital [%] |
Number of votes | Share in the total number of votes [%] |
|---|---|---|---|---|
| Thom a s O nsta d | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% |
| - indirectly via | 40 981 449 | 59,15% | 40 981 449 | 59,15% |
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58,28% |
| other entity | 600 000 | 0,87% | 600 000 | 0,87% |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% |
| O ther | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| Treasury shares | - | 0,00% | - | 0,00% |
| Tota l | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% |
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 17
| as at 13.11.2017 | ||||
|---|---|---|---|---|
| Share in the | Share in the total | |||
| Number of | share capital | number of votes | ||
| Shareholder | shares | [%] | Number of votes | [%] |
| Thom a s O nsta d | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% |
| - indirectly via | 40 981 449 | 59,15% | 40 981 449 | 59,15% |
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58,28% |
| other entity | 600 000 | 0,87% | 600 000 | 0,87% |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% |
| O ther | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| Treasury shares | - | 0,00% | - | 0,00% |
| Tota l | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% |
The data in the above table is provided as of the date of approval hereof and as of the publication date of the quarterly report for Q3 2017.
The graphic paper market is split into three core segments:
The Group operates solely in the segment of high quality graphic papers. We are not present in the segment of newsprint paper and paper used to print magazines or photocopy or office paper.
methods;
Below is a description of segments in the graphic market: fine paper is wood-free paper where minimum 90% of fibre mass is pulp fibres obtained with chemical
› uncoated wood-free paper made of pulp. It may be subject to additional processing like surface sizing,
Two core categories of the paper include graphic paper (used e.g. to print books, handbooks and
› coated wood-free paper made of pulp is subject to coating with pigment and glue mixtures (kaolin, calcium carbonate). The coating may be performed on paper machines (online) or outside paper machines (offline). Coating of paper improves its smoothness and transparency of the background, improves the
Wood-containing paper is most often manufactured of mechanical pulp or recycled-paper pulp, without or with
calendering, surface or mass dyeing.
catalogues) and office copying paper.
quality of colour reproduction.
small quantities of filler. It contains lignin which increases the opacity of the paper but accelerates ageing.
Additional information on the market environment is provided further in this report in the section: Information on market trends.
Since December 2012, along with the acquisition of Rottneros AB, our assortment has been expanded by:
The core elements of the strategy of the Group include:
Our strategic objective for the coming years is to maintain our leading position in high quality paper for West European markets while benefiting from the anticipated growth of the paper market in the Central and East European markets. The West European markets remain our strategic objective due to their size; however, we are of the opinion that the paper market in Central and Eastern Europe will grow faster than Western Europe. We expect the growth to rely on long -term growth of the low paper consumption per inhabitant and the anticipated transfer of printing capacities from Western Europe to Central and Eastern Europe. The core elements of the strategy cover the use of our competitive advantages resulting from the location and effective performance of our Paper Mill in Kostrzyn nad Odrą and the expansion of our sales network in Central and Eastern Europe.
In the near future we will be reviewing possibilities to increase sales by adding new products and an increase in new markets of specialist papers and design papers.
A core element underlying the success of our business is the ability to maintain cost effectiveness. In this connection we pursue the following initiatives:
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 20
In 2017 and in 2016, the sales structure by main product lines was as follows:
| thousand tons | 2017 | share % | 2016 | share % |
|---|---|---|---|---|
| Paper | 663 | 65% | 661 | 65% |
| Amber | 329 | 32% | 329 | 32% |
| G-Print | 131 | 13% | 128 | 13% |
| Munken | 101 | 10% | 100 | 10% |
| Arctic | 102 | 10% | 104 | 10% |
| AP Tech | 0 | 0% | 0 | 0% |
| Pulp | 365 | 35% | 351 | 35% |
| NBSK | 205 | 20% | 206 | 20% |
| Groundwood | 72 | 7% | 67 | 7% |
| CTMP | 88 | 9% | 77 | 8% |
| Tota l p a p er a nd p ulp | 1 028 | 100% | 1 012 | 100% |
| PLN thousands | 2017 | share % 0 |
2016 share % | |
|---|---|---|---|---|
| Paper | 2 173 538 | 74% | 2 219 154 | 75% |
| Amber | 1 030 309 | 35% | 1 042 710 | 35% |
| G-Print | 381 160 | 13% | 389 778 | 13% |
| Munken | 440 530 | 15% | 451 037 | 15% |
| Arctic | 321 451 | 11% | 334 907 | 11% |
| AP Tech | 88 | 0% | 722 | 0% |
| Pulp | 779 267 | 26% | 747 818 | 25% |
| NBSK | 502 215 | 17% | 501 423 | 17% |
| Groundwood | 119 564 | 4% | 114 972 | 4% |
| CTMP | 157 487 | 5% | 131 423 | 4% |
| Tota l p a p er a nd p ulp | 2 952 806 | 100% | 2 966 972 | 100% |
In 2017 there were no material changes to the sales structure of paper and pulp by the Group or in the revenue structure from sales of paper and pulp by the Group by its products.
In 2017, the proportion of the Group's sales outside of Poland in PLN thousand was 88% and was not changed versus 2016 (88%). This year, similarly to previous years, sales were focused on European markets. The share of those markets in the overall value of sales was 90% in 2017 (94% in the previous year).
The geographical structure of sales revenues by the main markets in 2016 versus the previous year is presented in note 10.1 to the consolidated financial statements.
The base of our customers covers both direct and indirect buyers. Direct buyers purchase the Group's products at our Paper Mills. Indirect buyers do not buy the Group's products on their own and they resort to the services of advertising companies or paper distributors, nevertheless, they constitute an important target group of marketing activities of Arctic Paper since it is indirect buyers that recommend the use of the Group's papers to direct buyers. The groups of direct and indirect buyers of products include:
Pulp mill products are mainly bought by customers that produce paper for printing, paper hygi enic products and cardboard as well as electrical devices and filters. Pulp is supplied to entities that do not have the capacity to produce pulp by themselves and to buyers that produce certain types of pulp and look for suppliers of other types of pulp.
In our opinion, we are not materially dependent on any single specific buyer. The Group's consolidated revenues for 2017 show that the share of the largest buyer did not exceed 10% of total sales revenues.
In its business, the Group relies on the following goods and services:
Pulp is the core material used by the Group to produce paper. The Group acquires pulp on the basis of revolving annual contracts concluded under framework agreements or one-off transactions.
As a result of the acquisition of the Rottneros Group in December 2012, a part of pulp is provided to the Pulp Mills from the Rottneros Group Pulp Mills.
Wood is the core material used by the Pulp Mills to produce pulp. The Rottneros Group has a procurement department placing orders with sawmills in Sweden as well as its subsidiary company – SIA Rottneros Baltic, purchasing wood for the Pulp Mill in Vallvik in Eastern Europe, primarily in Latvia and Russia.
The core chemicals used to produce papers are fillers (mainly calcium carbonate), starch (of maize, potatoes, tapioca), optical bleaching agents and other chemicals. The chemicals are also used to produce pulp, mainly NBSK.
In its production processes, the Group uses electricity and heat energy. The entire demand for electricity and heat energy for the Paper Mill in Kostrzyn is covered with its own heat and power plant using natural gas. The gas is supplied pursuant to a contract with a Polish supplier (PGNiG) at annual indexed prices in line with changes to the sectoral indicators publish by GUS [Central Statistical Office of Poland] subject to negotiations of the indexation formula when the contractual change levels are exceeded. Gas is acquired from deposits located close to Kostrzyn nad Odrą and delivered to the Paper Mill with a local pipeline.
In the analysed period, electricity for the Paper Mill in Munkedal was purchased from external suppliers. We were also buying heating oil to cover our needs for heat energy.
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 22
Energy for the Paper Mill Arctic Paper Grycksbo AB is obtained from biomass and electricity is partly a cquired from external suppliers.
The Rottneros Pulp Mill covers its entire demand for electricity with purchases from external suppliers.
The Vallvik Pulp Mill provides for about 75% of its demand for electricity with its own resources. The remaining dema nd for electricity is covered with purchases from external suppliers.
The Group does not operate its own means of transportation and resorts to specialised external entities for distribution of its products from Paper Mills and warehouses to buyers.
Entities in the Group are not dependent on those providers. The Group's consolidated revenues for 2017 show that the share of the largest service provider did not exceed 10% of total sales revenues.
The demand for the Group's products is subject to slight variations throughout the year.
Reduced demand for paper occurs each year during summer holidays and around Christmas when some printing houses, in particular in Western Europe are closed. Changes in the demand for paper are not material versus the demand for paper in other periods of the year.
The Arctic Paper Group conducts primarily development works aimed at enhancing and modernising production processes and improving the quality of products on offer and expanding the assortment thereof. In the period covered with this report, the Paper Mills and Pulp Mills carried out development works to improve production processes, in particular to shorten the idle time of paper machines as well as works aimed at improving the paper/pulp quality and extending the assortment and to improve quality properties of the products.
New product development was an important aspect of the development works in 2017.
Our Group complies with environmental standards set forth in numerous applicable regulations and in administrative decisions. The standards are aimed at ensuring protection of soil, air and water against pollution as well as noise and electromagnetic fields. Below, we provide a description of how environmental regulations affect the operations of our Paper Mills and Pulp Mills:
Pursuant to a decision of the Governor of the Lubuskie Province of 8 December 2005, Kostrzyn obtained an integrated permit to operate a paper production installation with a fuel combustion installation at the facility in Kostrzyn nad Odrą. In the case of Kostrzyn, the need for such permit was due to its paper production capacity in excess of 20 tons per day. In order to comply with the requirements specified in the environmental permit and other environmental standards related to waste management, Kostrzyn has entered into a number of contracts covering collection and recycling of production waste.
In May 2008 a new sewage treatment plant was opened at the facility in Kostrzyn nad Odrą. Pursuant to a decision of the Governor of the Lubuskie Province of 14 August 2007, Kostrzyn obtained a water law permit to discharge rainwater and melt water and to construct a discharge dock to the River of Warta (valid until 1 August 2017). In 2017 a new water law permit was obtained to discharge rain and melt water, valid until 25 June 2027.
AP Kostrzyn participates in the EU Emissions Trading System (ETS) for greenhouse gases. A permit to emit greenhouse gases was obtained by AP Kostrzyn pursuant
The business of Munkedals is subject to environmental management systems EMAS and ISO 14001. EMAS (Eco-Management and Audit Scheme) is a voluntary system applied by the European Union which applies to enterprises outstanding for their constantly improved environmental protection level within their business. Companies registered with EMAS comply with environmental protection regulations, maintain an environmental management system and publish information on environmental protection in their business in the form of a separate verified statement on compliance with environmental protection regulations. ISO, International Standards Organisation, has been developing various standards. ISO 14000 is a group of best known standards related to environmental management (activities taken up by enterprises in order to (i) mitigate the adverse impact of their business on the environment, and (ii)
to a decision of the Governor of the Lubuskie Province of 9 November 2016 for the paper production installation with the production capacity in excess of 20 tons per day located in the facility in Kostrzyn nad Odrą. The permit was granted for an indefinite period of time. In connection with the permit, Kostrzyn is obliged to monitor the volumes of CO2 emissions and to file annual report on the emissions.
In connection with environmental protection, Kostrzyn has made major investments, inter alia, into a new gas fuelled heat and power plant that was opened in 2007 stage I and in 2009 stage II. The Paper Mill in Kostrzyn nad Odrą holds compliance certificates with the following standards: OHSAS 18001, ISO 14001, ISO 9001 and EMAS. Additionally, the paper produced at the facility has obtained special FSC and PEFC certificates. The certificates are to document that the pulp used to produce the paper comes from forests used in a sustainable manner. The FSC (Forest Stewardship Council) certificate is a major certificate granted to paper producing companies. In 2006 the first FSC certificate was granted to the paper manufactured at AP Kostrzyn. Now, the Amber branded paper produced at Kostrzyn nad Odrą relies in 85% on pulp certified by FSC and 15% on pulp certified by PEFC (Programme for the Endorsement of Forest Certification).
ensure ongoing improvement of the level of environmental protection).
Certain properties owned by Munkedals are located in the Natura 2000 area. Areas in the Natura 2000 constitute wild nature reservations established on the basis of a decision of the District Council of Munkedal (Sweden) in 2005. The objective to establish the Natura 2000 network was to preserve the natural habitats and vegetation and animal species most endangered with extinction all over Europe. The extent of the coverage and the restrictions concerning business operations are set forth in the Council Directive 92/43/EEC on the conservation of natural habitats and of wild fauna and flora (Habitat Directive) and in the Council Directive 79/409/EEC on the conservation of wild birds (Birds Directive) of 2 April 1979 and the applicable domestic regulations. The protection level of habitats and birds in Natura 2000 areas is subject to the occurrence of specific species and/or habitats that are protected.
Paper production in the Paper Mill Arctic Paper Grycksbo AB has been carried out in compliance with the environmental permit of March 2007. The permit was issued by the Swedish Environmental Protection Tribunal for the production of up to 310,000 tons annually. Additionally, the Paper Mill holds a CO2 emission permit issued by the regional authorities of the province of Dalarna.
Since 1997 Arctic Paper Grycksbo AB has held an ISO 14001 certificate and our environmental activities are reported in compliance with EMAS. The core objective of EMAS is to encourage its member companies to enhance their efforts to protect the natural environment in a systematic and consistent manner, to an extent even beyond legislative requirements. This is achieved by establishing a programme composed of specific action plans and assessment of all effects for the environment resulting from the activities pursued. Companies are obliged to file annual reports on the results of their proenvironmental activities. Independent inspectors ensure that companies comply with their obligations.
Arctic Paper Grycksbo AB participates in the EU Emissions Trading System (ETS) for greenhouse gases. 2010 was the first year when zero CO2 emissions from fossil fuels were declared. That was made possible as a result of a
reconstruction of the boiler combined with an investment in equipment to handle biofuels, electrical filters for flue gas particles and reconstruction to turbine generating electricity from renewable sources.
In numbers, the switch to biofuels means annual reduction of CO2 emissions from fossil fuels by about 70,000 tons. The reconstructed turbine provides for 20% of demand for electricity by the Paper Mill with renewable energy sources that it generates itself which in turn results in reduction of CO2 emissions by another 4,000 tons.
The Paper Mill has implemented an energy management system in compliance with ISO 50001 (Energy Management System). Our products are verified within the "Chain of Custody" in compliance with FSC (Forest Stewardship Council) and in compliance with PEFC (Programme for the Endorsement of Forest Certification) as well as they meet the requirements of the new standards of Nordic Ecolable (Scandinavian Swan).
Pulp Mills see to it that the wood used to produce pulp comes from reliable and certified sources. Pulp is marked with the "FSC" and "PEFC" symbols – two systems that operate in Europe and stand guard over the lawful sources of wood.
| Sa les revenues 2 952 806 2 966 972 of which: Sales of paper 2 173 538 2 219 154 |
(0, 5) (2,1) 4,2 (5,5) |
|---|---|
| Sales of pulp 779 267 747 818 |
|
| Profit on sales 535 725 567 126 |
|
| % of sales revenues 18,14 19,11 |
(1,0) p.p. |
| Selling and distribution costs (348 093) (353 255) |
(1,5) |
| Administrative expenses (92 671) (90 335) |
2,6 |
| Other operating income 43 654 66 554 |
(34,4) |
| Other operating expenses (29 060) (45 147) |
(35,6) |
| EB IT 109 555 144 942 |
(24, 4) |
| % of sales revenues 3,71 4,89 |
(1,2) p.p. |
| EB ITD A 244 388 249 603 |
(2, 1) |
| % of sales revenues 8,28 8,41 |
(0,1) p.p. |
| Financial income 1 831 1 350 |
35,7 |
| Financial expenses (25 929) (52 192) |
(50,3) |
| Gross p rof it/(loss) 85 458 94 099 |
(9, 2) |
| Income tax (14 829) (19 747) |
(24,9) |
| Net p rof it/(loss) f rom continuing op era tions 70 629 74 352 |
(5, 0) |
| % of sales revenues 2,39 2,51 |
(0,1) p.p. |
| Discontinued operations | |
| Net p rof it/ (loss) f rom d iscontinued op era tions (5 637) 2 198 |
na |
| % of sales revenues (0,19) 0,07 |
na |
| Net p rof it/(loss) 64 991 76 550 |
(15, 1) |
| % of sales revenues 2,20 2,58 |
(0,4) p.p. |
| Net profit/(loss) attributable to the shareholders of the | |
| Parent Entity 36 720 47 910 - - |
(23,4) |
| Net profit / (loss) per share (PLN) attributable to the | |
| shareholders of the Parent Entity 0,53 0,69 |
(23,4) |
In 2017, the consolidated sales revenues amounted to PLN 2,952,806 thousand as compared to PLN 2,966,972 thousand in the previous year and decreased by 0.5% (PLN 14,166 thousand). Sales revenues from paper decreased by 2.1% (PLN 45,616 thousand) while sales revenues from pulp increased by 4.2% (PLN 31,449 thousand) versus 2016.
Paper sales volume in 2017 amounted to 663 thousand tons and was by 2 thousand tons higher than in the previous year. This means an increase in sales volume by 0.3%.
Pulp sales volume in 2017 amounted to 365 thousand tons (2016: 351 thousand tons). This means an increase in sales volume by 4.0%.
Profit on sales in 2017 was by 5.5% lower than in the previous year. Sales profit margin in the current year stood at 18. 14% compared to 18.44% (-1.0 p.p.) in the previous year.
The reduced profit on sales in 2017 versus 2016 was primarily due to lower PLN denominated paper sales prices and impairment charge to asstes of Arctic Paper Grycksbo AB..
In 2017 the costs of sales amounted to PLN 348,093 thousand and decreased versus 2016 by 1.5%, mainly due to lower costs of transport.
In 2017, the administrative expenses amounted to PLN 92,671 thousand as compared to PLN 90,335 thousand in 2016 which was a growth by 2.6%. The main reason of the increase were higher costs related to consulting services rendered to the Group by third parties.
Other operating income amounted to PLN 43,654 thousand in 2017 which was a decrease as compared to previous year by PLN 22,900 thousand.
In 2017 other operating expenses amounted to PLN 29,060 thousand as compared to PLN 45,147 thousand in 2016. A major part of other operational revenues and expenses included revenues and internal costs of sold energy and other materials – the decrease of those revenues and expenses resulted in lower other operational revenues and expenses.
In 2017, the financial income amounted to PLN 1,831 thousand and was by PLN 481 thousand higher than the income generated in 2016.
The financial expenses in 2017 amounted to PLN 25,929 thousand as compared to PLN 52,192 thousand in 2016. The hig her financial expenses in 2016 were primarily due to FX net losses (in 2017 FX net gains), one -off expenses related to prepayment of bank loans contracted in 2012 and the loss on interests in joint ventures (in 2017 the interests in joint ventures generated a profit).
In 2017, income tax amounted to PLN -14,829 thousand while in 2016 it was PLN -19,747 thousand.
Net profit/loss on discontinued operations covers the results of AP Mochenwangen and of the companies set up to acquire the Paper Mill. As the Management of Arctic Paper S.A. has been actively looking for a buyer for the Paper Mill, its business has been treated as discontinued.
The positive result on discontinued activity in 2016 was due to the reversal of an impairment charge to fixed assets up to the amount of the sales proceeds realised in 2017.
EBITDA in 2017 was PLN 244,388 thousand while in 2016 it was PLN 249,603 thousand. The reduced EBITDA in 2017 was primarily due to lower PLN denominated paper sales prices. In the reporting period, the EBITDA margin was 8.20% versus 8.41% in 2016.
In 2017, the profit on operations amounted to PLN 109,555 thousand while in 2016 it was PLN 144,942 thousand. The operational profit margin in 2017 was +3.71% versus +4.89% in 2016.
The net profit in 2017 amounted to PLN 66,991 thousand while in 2016 it was PLN 76,550 thousand. Net profit/loss margin in 2017 amounted to +2.20% as compared to +2.58% in 2016.
| PLN thousand | 2017 | 2016 | Change % 2017/2016 |
|---|---|---|---|
| Profit on sales | 535 725 | 567 126 | (5,5) |
| % of sales revenues | 18,14 | 19,11 | (1,0) p.p. |
| EB ITDA | 244 388 | 249 603 | (2, 1) |
| % of sales revenues | 8,28 | 8,41 | (0,1) p.p. |
| EB IT | 109 555 | 144 942 | (24, 4) |
| % of sales revenues | 3,71 | 4,89 | (1,2) p.p. |
| Net p rof it/(loss) f rom continuing op era tions | 70 629 | 74 352 | (5, 0) |
| % of sales revenues | 2,39 | 2,51 | (0,1) p.p. |
| Net p rof it/ (loss) f rom d iscontinued op era tions | (5 637) | 2 198 | na |
| % of sales revenues | (0,19) | 0,07 | na |
| Net p rof it/(loss) | 64 991 | 76 550 | na |
| % of sales revenues | 2,20 | 2,58 | (0,4) p.p. |
| Return on equity / ROE (%) | 8,2 | 9,7 | (15,3) |
| Return on assets / ROA (%) | 3,4 | 4,2 | (18,8) |
In 2017, return on equity was +8.2% while in 2016 it was +9.7%. In 2017, return on assets was +3.4% while in 2016 it was +4.2%.
Decrease of return on equity and return on assets in 2017 was mainly due to the decrease of net protif of 2017 in comparison to 2016.
| Change | |||
|---|---|---|---|
| 31/12/2017 | |||
| PLN thousand | 31.12.2017 | 31.12.2016 | -31/12/2016 |
| Fixed assets | 946 363 | 930 984 | 15 379 |
| Inventories | 350 996 | 360 353 | (9 357) |
| Receivables | 336 758 | 354 824 | (18 066) |
| including trade receivables | 330 071 | 343 496 | (13 425) |
| Other current assets | 20 734 | 27 711 | (6 977) |
| Cash and cash equivalents | 241 403 | 130 157 | 111 246 |
| Assets related to discontinued operations | 4 071 | 12 694 | (8 623) |
| Tota l a ssets | 1 900 325 | 1 816 722 | 83 603 |
| Equity | 791 294 | 789 543 | 1 752 |
| Short-term liabilities | 576 275 | 580 457 | (4 181) |
| of which: | |||
| trade and other payables | 423 868 | 399 906 | 23 962 |
| interest-bearing debt | 72 593 | 82 053 | (9 460) |
| other non-financial liabilities | 79 814 | 98 498 | (18 684) |
| Long-term liabilities | 531 128 | 428 634 | 102 495 |
| of which: | |||
| interest-bearing debt | 376 521 | 305 546 | 70 975 |
| other non-financial liabilities | 154 607 | 123 088 | 31 519 |
| Liabilities directly related to the discontinued operations | 1 626 | 18 088 | (16 462) |
| Tota l eq uity a nd lia b ilities | 1 900 325 | 1 816 722 | 83 603 |
As at 31 December 2017 total assets amounted to PLN 1,900,325 thousand as compared to PLN 1,816,722 thousand at the end of 2016.
As at the end of December 2017 fixed assets amounted to PLN 946,363 thousand and accounted for 49.8% of total assets as compared to PLN 930,984 thousand as at the end of 2016 (50.2% of total assets).
The increased fixed assets were primarily due to relatively high investment purchases, mostly in the companies of the Rottneros Group, and a higher positive measurement of hedging instruments.
As at the end of December 2017, current assets amounted to PLN 953,963 thousand as compared to PLN 885,738 thousand at the end of December 2016. As part of the current assets, inventories decreased by PLN 9, 357 thousand, receivables decreased by PLN 18,066 thousand, other current assets decreased by PLN 6,977 thousand while cash and cash equivalents increased by PLN 111,246 thousand. Current assets represented 50.2% of total assets as at the end of December 2017 (48.8% as at the end of 2016) and included inventories – 18.5% (19.8% as at the end of 2016), receivables – 17.7% (19.5% as at the end of 2016), other current assets – 1.1% (1.5% as at the end of 2016) and cash and cash equivalents – 12.7% (7.2% as at the end of 2016). The relatively high balances of cash and cash equivalents as at 31 December 2017 resulted from a bond issue for SEK 400 million by Rottneros AB in the second half of 2017.
The assets related to the discontinued operations cover the assets of the Mochenwangen Group with the exception of assets of the other companies in the Arctic Paper Group. The amount of PLN 4,071 thousand as at 31 December 2017 (PLN 12,694 thousand as at 31 December 2016) was composed of inventories and tangible assets of PLN 21 thousand (31 December 2016: PLN 10,618 thousand trade and other receivables of PLN 1,414 thousand (31 December 2016: PLN 358 thousand cash – PLN 2,448 thousand (31 December 2016: PLN 1,320 thousand and other financial and non -financial assets PLN 188 thousand (31 December 2016: PLN 398 thousand).
As at the end of 2017, the equity amounted to PLN 791,294 thousand as compared to PLN 789,543 thousand at the end of 2016. As at the end of December 2017 equity accounted for 41.6% of total equity and liabilities (43.5% as at 31 December 2016).
The increase of equity resulted from the net profit for 2017 and a positive measurement of financial instruments treated as hedges to future cash flows, partly compensated with dividend distributed by Rottneros to its non -controlling shareholders, reduction of FX gains on valuation of subsidiary entities and actuarial losses.
As at the end of December 2017, short-term liabilities amounted to PLN 576,275 thousand (30.3% of balance sheet total) as compared to PLN 580,457 thousand (32.0% of balance sheet total) as at the end of 2016.
In 2017, a decrease in short-term liabilities occurred by PLN 4,181 thousand.
As at the end of December 2017, long-term liabilities amounted to PLN 531,128 thousand (27.9% of balance sheet total) as compared to PLN 428,634 thousand (23.6% of balance sheet total) as at the end of 2016. In the analysed year there was a growth of long-term liabilities by PLN 102,495 thousand.
The growth of long-term liabilities resulted from an issue of 4-year bonds in SEK, partly compensated with the transfer of a portion of loans to short-term liabilities.
The liabilities directly related to the discontinued operations cover the liabilities of th e Mochenwangen Group with the exception of liabilities to the other companies in the Arctic Paper Group and provisions for retirement severance pay as at 31 December 2017. The amount of PLN 1,626 thousand as at 31 December 2017 (31 December 2016: PLN 18,08 8 thousand was composed of provisions of PLN 838 thousand (31 December 2016: PLN 15,406 thousand trade and other payables of PLN 617 thousand (31 December 2016: PLN 2,541 thousand and other financial and non -financial liabilities of PLN 171 thousand). (31 December 2016: PLN 142 thousand).
| 2017 | 2016 | Change % 2017/2016 |
|
|---|---|---|---|
| Debt-to-equity ratio (%) | 140,2 | 130,1 | 10,1 p.p. |
| Equity-to-non-current assets ratio (%) | 83,6 | 84,8 | (1,2) p.p. |
| Interest-bearing debt-to-equity ratio (%) | 56,8 | 49,1 | 7,7 p.p. |
| Net debt to EBITDA ratio for the last 12 months (x) | 0,85x | 1,03x | (0,18) |
| EBITDA to interest expense ratio (x) | 10,6x | 10,5x | 0,1 |
As at the end of December 2017 the debt to equity ratio was 140,2% and was higher by 10.1 p.p. versus the end of December 2016. The increase of the ratio was due primarily to increased debt, mainly under loans and bonds.
The equity to fixed assets ratio was 83.6% as at the end of 2017 and was lower by 1.2 p.p. than at the end of December of 2016 as a result of a growth of fixed assets.
The interest-bearing debt to equity ratio was 56.8% at the end of 2017 and was by 7.7 p.p. higher versus the ratio calculated at the end of December 2016, mainly due to a growth of debt under loans and bonds.
The net debt to EBITDA ratio foe the 12 last months of 2017 was 0.85x ans it was lower by 0,18 versus the level for 2016 as a result of faster decrease of net debt than of EBITDA.
The EBITDA to interest ratio for the last 12 months of 2017 was 10. 6x and higher by 0.1 versus the level for 2016.
| 2017 | 2016 | Change % 2017/2016 |
|
|---|---|---|---|
| Current ra tio | 1, 6x | 1, 5x | 0, 1 |
| Q uick ra tio | 1, 0x | 0, 9x | 0, 2 |
| Acid test ra tio | 0, 4x | 0, 2x | 0, 2 |
| DSI (days) | 52,3 | 54,1 | (1,8) |
| DSO (days) | 40,2 | 41,7 | (1,4) |
| DPO (days) | 63,1 | 60,0 | 3,1 |
| Operational cycle (days) | 92,5 | 95,7 | (3,2) |
| Ca sh conversion cycle (d a ys) | 29, 4 | 35, 7 | (6, 4) |
The current liquidity ratio at the end of December 2017 was 1.6x and was higher than at the end of December 2016 (by 0.1).
The quick ratio increased from 0.9x as at the end of December 2016 to 1.0x as at the end of December 2017.
The cash ratio increased from 0.2x as at the end of December 2016 to 0.4x as at the end of December 2017.
The increased liquidity ratios, in particular the cash ratio, resulted from relatively high cash balances as at 31 December 2017 related to the bond issue in SEK in the second half of 2017.
The cash conversion cycle for 2017 (29.4 days) was shortened versus 2016 (35. 7 days) by 6.4 days.
| Change % | |||
|---|---|---|---|
| PLN thousand | 2017 | 2016 | 2017/2016 |
| Cash flows from operating activities | 261 595 | 184 958 | 41,4 |
| of which: | |||
| Gross profit/(loss) | 79 813 | 95 290 | (16,2) |
| Depreciation/amortisation and impairment charge | 134 833 | 105 126 | 28,3 |
| Changes to working capital | 17 834 | 1 236 | 1 342,8 |
| Other adjustments | 29 115 | (16 694) | (274,4) |
| Cash flows from investing activities | (180 715) | (174 677) | 3,5 |
| Cash flows from financing activities | 41 798 | (66 817) | (162,6) |
| Tota l Ca sh Flows | 122 678 | (56 536) | (317, 0) |
In 2017, net cash flows from operating activities amounted to PLN 261,595 thousand as compared to PLN 184,958 thousand in 2016. The higher cash flows from operating activities in 2017 were due to an improved rotation of working capital and faster cash conversion apart from gross profit increased by depreciation/amortisation.
In 2017, cash flows from investing activities amounted to PLN -180,715 thousand as compared to PLN -174,677 thousand in 2016 and covered mostly expenses related to purchases of tangible fixed assets.
In 2017, cash flows from financing activities amounted to PLN +41,798 thousand as compared to PLN -66,817 thousand in 2016. The positive cash flows from financing activities in 2017 were ba sed primarily on proceeds from the issue of longterm bonds in SEK.
The Group's operating activity has been historically and will continue to be influenced by the following key factors:
We believe that a number of macro-economic and other economic factors have a material impact on the demand for high quality paper, and they may also influence the demand for the Group products and the Group's operating results. Thos e factors include:
Paper prices undergo cyclic changes and fluctuations, they depend on global changes in demand and overall macroeconomic and other economic factors such as indicated above. Prices of paper are also influenced by a number of factors related to the supply, primarily changes in production capacities at the worldwide and European level.
The main elements of the Group's operating expenses include raw materials, energy and transportation. The costs of raw materials include mainly the costs of pulp for Paper Mills, timber for Paper and Pulp Mills and chemical agents used for paper and pulp production. The Group's energy costs historically include mostly the costs of electricity, natural gas, coal and fuel oil. The costs of transportation include the costs of transportation services provided to the Group mainly by external entities.
Taking into account the share of those costs in total operating expenses of the Group and the limited possibility of controlling those costs by the Group Companies, their fluctuations may have a significant impact on the Group's profitability.
A part of pulp supplies to the Group's Paper Mills is made from the Group's own Pulp Mills. The remaining part of pulp manufactured at our Pulp Mills is sold to external customers.
The Group's operating results are significantly influenced by currency rate fluctuations. In particular, the Group's revenues and costs are expressed in different foreign currencies and are not matched, therefore, the appreciation of the currencies in which we incur costs towards the currencies in which we generate revenues, will have an adverse effect on the Group's results. The Group's products are primarily sold to euro zone countries, Scandinavia, Poland and the UK; therefore, the Group's revenues are to a great extent expressed in EUR, GBP, SEK and PLN, while the revenues of Pulp Mills are primarily dependent on USD. The Group's operating expenses are primarily expressed in USD (pulp costs for Paper Mills), EUR (costs related to pulp for Paper Mills, energy, transportation, chemicals), PLN (the majority of other costs incurred by the mill in
Kostrzyn nad Odrą) and SEK (the majority of other costs incurred by the Munkedal and Grycksbo mills as well as the Rottneros and Vallvik Pulp Mills).
Exchange rates also have an important influence on results reported in the Group's financial statements because of changes in exchange rates of the currencies in which we generate revenues and incur costs, and the currency in which we report the Group's financial results (PLN).
In 2017 there were no unusual events or factors.
In 2017 there were no material changes in the Arctic Paper Group's structure that would have m aterial influence on the financial result generated.
On 8 February 2017 Arctic Paper Munkedals AB as the seller and the Company as the guarantor entered into a factoring contract with assignment of receivables under the insurance contract with BGŻ BNP Paribas Faktoring sp. z o.o. as the factor. The contract provides for the provisions by the Factor of factoring services for AP Munkedals covering the acquisition of cash receivables due to AP Munkedals from its counterparties with the maximum factoring limit granted to AP Munkedals of PLN 35 million. Pursuant to the Factoring Contract, the Company shall perform the obligations of AP Munkedals under the Factoring Contract should AP Munkedals fails to perform such obligations in whole in part within the time specified in the Factoring Contract. The Company's liability remains valid until compliance with all obligations under the F actoring Contract, however no longer than 36 months of its termination and is capped to the amount of PLN 52.5 million.
On 1 June 2017, cash pooling in EUR was activated in EUR within the Arctic Paper Group with BGŻ BNP Paribas, followed by cash-pooling in PLN in August 2017 with BZWBK. The operation consists in pooling cash balances held by the individual system participants and setting them off with temporary shortages of funds with the other cash -pool participants. The solution is aimed at supporting effective cash management in the Group and minimising the costs of external funding sources by using the Group's own cash.
On 7 July 2017, Arctic Paper SA repaid the loan from the owner Mr Thomas Onstad of EUR 4,000 thousand with interest.
On 14 December 2017 the Management Board together with the Supervisory Board it took a decision to launch an investment project in the Company's subsidiary Arctic Paper Kostrzyn S.A. with the aim to expand the latter's production capacity by modernising the Mill. The aim of the project is to increase the Mill's annual production capacity to 315,000 tonnes of fine paper, compared to 285,000 tonnes today. The investment, estimated at approximately EUR 10 million (approx. PLN 42m), will be financed with funds from tranche B of the investment loan from the European Ban k of Reconstruction and Development (the Company informed about the conclusion of the investment loan facility agreement in its current report No. 20/2016 dated 9 September 2016). The project is planned for completion in the first half of 2019. Apart from expanding the Mill's capacity, the planned investment will increase the resource and operating efficiency of the Kostrzyn Mill. It will increase competitiven ess of the Group's products and influence future operational results of the Group.
On 12 March 2018 the Management Board took a decision to launch an investment in an expansion of the hydro power plant at the Munkedal mill, strengthening the mill's sustainability profile. The investment will double the amount of Arctic Paper Munkedal's energy supply produced by environmentally friendly hydro power, which increases the mill's energy self-sufficiency. The value of the investment is estimated at SEK 70 million (approx. PLN 29 million). During the construction phase the Group plans to finance the projects out of its own funds. After completion of the project, the costs will be refinanced with bank credit. Arctic Paper has already signed a letter of intent with Swedbank for refinancing.
All necessary permissions for the investment are already in place. The com pletion of the project is planned to 4Q 2019.
On 7 January 2018, Arctic Paper SA granted a loan to its subsidiary Arctic Paper Grycksbo AB of EUR 5.56 M to cover repayment under lease contracts with Svenska Handelsbanken AB. In the same time th Company applied to the current consortium of the financing banks (Bank Zachodni WBK S.A. oraz Bank BGŻ BNP Paribas S.A.) to grant consent to contract financial indebtedness in the form of a term facility of up to PLN 25,820 thousand as an additional tranche under the facilities agreement of 9 September 2016, in order to finance or refinance repayment of Arctic Paper Grycksbo AB's indebtedness under a lease granted by Svenska Handelsbanken AB. Such consent was alredy granted as at 20 February 2018 by the Bondholders' Meeting. Currently the Company is completing the documentation regarding the abovementioned additional tranche.
The Management Board of Arctic Paper has adopted a long term financial target of EBIT 10 percent. The Management Board has also adopted a new strategy for its paper business – A Future in Paper - Strategic Agenda 2022 – showing the way to a growing and more profitable business. The new general business strategy consists of six strategic initiatives:
Implementation of the strategy has already begun, which means that different entities and functions are working with action plans based on these strategic initiatives.
In Q4 2017 the Arctic Paper Group recorded a growth of orders versus Q3 2017 by 0.1% and a growth of orders versus the equivalent period in 2016 by 3.7%.
Source of data: Analysis by Arctic Paper
In Q4 2017 the average prices of high-quality UWF papers grew by 8.3% while the prices of CWF papers grew by 9.4% versus the prices at the end of 2016.
In the period from October to December 2017, the prices of uncoated wood-free paper (UWF) and coated wood-free paper (CWF) for selected markets: Germany, France, Spain, Italy and the UK, expressed in EUR and GBP, experienced a similar growth by 2.1%.
The average prices invoiced by Arctic Paper in EUR for comparable products in the segment of uncoated woodfree paper (UWF) grew from at the end of 2017 were higher by 7.5% versus the end of 2016 while in the segment of coated wood-free paper (CWF) the prices grew by 1.3%.
At the end of Q4 2017, the pulp prices reached the level of: NBSK – USD 1000/ton and BHKP – USD 979/ton. The average pulp price in Q4 2017 was higher by 17.8% for NBSK and higher by 43.7% for BHKP, compared to the equivalent period of the previous year. The average pulp price in Q4 2017 was higher by 6.6% for NBSK and higher by 7.8% for BHKP as compared to Q3 2017.
The average cost of pulp per ton as calculated for the AP Group, expressed in PLN, in Q4 2017 increased by 3.1%
The EUR/PLN exchange rate at the end of Q4 2017 amounted to 4.1709 and was lower by 3.2% than at the end of Q3 2017 and lower by 5.7% than at the end of Q4 2016. The average exchange rate in Q4 2017 was lower by 0.6% than in Q3 2017 and amounted to 4.2337 versus 4.2580. The average exchange rate in Q4 2017 was by 3.3% lower than in Q4 2016.
The EUR/SEK exchange rate at the end of December 2017 was 9.8301 versus 9.5928 at the end of Q3 2017, and 9.5778 at the end of Q4 2016 which was an appreciation of EUR to SEK by 2.5% and 2.6% respectively.
Source: For market data – RISI, price changes for selected markets in Germany, France, Spain, Italy and the UK in local currencies for graphic papers similar to the product portfolio of the Arctic Paper Group. The prices are expressed without considering specific rebates for individual clients and they include neither additions nor price reductions in relation to the publicly available price lists. The estimated prices for each month reflect orders placed in the month while the deliveries may take place in the future. Because of that, RISI price estimates for a particular month do not reflect the actual prices at which deliveries are performed but only express ordering prices. For Arctic Paper products, the average invoiced sales prices for all served markets in EUR.
versus Q3 2017 and increased by 12% versus Q4 2016. The share of pulp costs in the cost of paper sales in Q3 of the current year amounted to 56% and was not changed compared to the level recorded in Q4 2016 (56%). In the four quarters of 2017, the AP Group used pulp in the production process in the following structure: BHKP 73%, NBSK 19% and other 8%.
Source of data: www.foex.fi analysis by Arctic Paper.
For this pair, the mean exchange rate in Q4 was by 2.4% higher compared to Q3 2017. The mean exchange rate in Q4 2017 was by 0.4% higher than in the corresponding period of 2016.
The changes mean a depreciation of SEK vis -a-vis EUR in Q4 2017 which had favourable impact on the Group's financial results, primarily with reference to the sales revenues generated by the Swedish factories that depend on prices in EUR.
At the end of Q4 2017, the USD/PLN rate recorded a decrease by 4.7% versus the end of Q3 2017 and amounted to 3.4813. In Q4 2017, the mean exchange rate amounted to 3.5955 compared to 3.6251 in Q3 2017. That was a PLN appreciation to USD by 0.8%.
At the end of Q4 2017, the USD/SEK rate amounted to 8.2048 and was by 0.9% higher than at the end of Q3 2017. The mean exchange rate in Q4 2017 amounted to 8.3155 which was an increase by 2.2% compared to Q3 2017.
The changes of the USD/SEK exchange rates adversely affected the costs incurred in USD by the Swedish Paper Mills, in particular the costs of pulp. With reference to the Paper Mill in Kostrzyn, the average monthly USD/PLN exchange rate remained relatively neutral with a material PLN depreciation at the end of the quarter.
At the end of December 2017, the EUR/USD rate amounted to 1.1981 compared to 1.1800 at the end of Q3 2017 and
to 1.0586 at the end of December 2016. In terms of percentage, that means an appreciation of EUR to USD by 1.5% versus Q3 2017 and an appreciation of the currency by 13.2% versus the equivalent period of the previous year. In Q4 2017, the mean exchange rate of the pair amounted to 1.1776 compared to 1.1749 in Q3 2017 (0.2%).
Further appreciation of EUR versus SEK has positively affected the Group's financial profit, mainly due to increased sales revenues generated in EUR and translated into SEK. The appreciating PLN versus USD in Q4 2017, positively affected the purchase prices of raw materials for the paper mill in Kostrzyn. USD appreciating vis -a-vis SEK negatively affected the costs in the paper mills in Sweden.
The material factors that have an impact on the financial results over the next year:
In 2017 there were no material changes to the risk factors.
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or materiality of the risks.
particular, financial results of Paper Mill s may be negatively influenced by increasing pulp prices, particularly BHKP. On the other hand, dropping NBSK pulp prices may negatively affect the financial results of Pulp Mills. Fluctuations of electricity prices in Sweden may also have a material impact on the results generated by the Group. In future, such market changes may translate into changes of sales profitability in Paper Mills of
AP Munkedals and AP Grycksbo as well as in Pulp Mills of Rottneros and Vallvik.
Changes in currency rates, in particular, the appreciation of PLN and SEK in relation to EUR and GBP, the appreciation of PLN in relation to SEK, and the depreciation of PLN and SEK in relation to USD, may have an adverse effect on the financial results. However, the Group's Pulp Mills may benefit from the appreciation of USD in relation to SEK.
Our Group operates in a very competitive market. The achievement of the strategic objectives assumed by the Group may be made difficult by operations of competitors, particularly integrated paper producers operating on a larger scale than our Group. Any more intensified competition resulting from potential growth of production capacity of our competitors and thus an increased supply of paper to the market, may adversely affect the achievement of the planned revenues and thus the ability to achieve the underlying financial and operational assumptions.
Our Group operates in a legal environment characterised with a high level of uncertainty. The regulations affecting our business have been frequently amended and often there are no consistent interpretations which generates a risk of violating the existing regulations and the resultant consequences even if such breach was unintentional. Additionally, amendments to regulations relating to environmental protection and other may generate the need to incur material expenditures to ensure compliance, inter alia, more restrictive regulations or stricter implementation of the existing regulations concerning the protection of surface waters, soil waters, soil and atmospheric air.
Revenues, expenses and results of the Group are exposed to FX risk, in particular relating to exchange rates of PLN
and SEK to EUR, GBP and other currencies. Our Group exports a majority of its produced paper to European markets, generating a material part of its sales revenues in EUR, GBP, PLN and SEK. Sales revenues of pulp in the Pulp Mills are subject to USD FX risk. The purchase costs of materials for paper production, in particular pulp for Paper Mills are paid primarily in USD and EUR. Additionally, we hold loan liabilities mainly in PLN, EUR and SEK. PLN is the currency used in our financial statements and therefore our revenues, expenses and results generated by the subsidiary companies domiciled abroad are subject to FX exchange rate fluctuations. Thus FX rate fluctuations may have a strong adverse effect on the results, financial
conditions and prospects of the Group.
The Group is exposed to interest rate risk in view of the existing interest-bearing debt. The risk results from fluctuations of such interest rates as WIBOR for debt in PLN, EURIBOR for debt in EUR and STIBOR for debt in SEK. Unfavourable changes of interest rates may adversely affect the results, financial condition and prospects of the Group.
Trends in advertising, electronic data transmission and storage and in the Internet have adverse impact on traditional printed media and thus on the products of the Group and its customers. Continuation of such changes may adversely affect the results, financial condition and prospects of the Group.
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or materiality of the risks.
Historically, the operational results of the Group are characterised by relatively high volatility and low profit margins on operations. Reduced revenues resulting e.g. from changes to production capacity, output, pricing policies or increased operating expenses that primarily comprise costs of raw materials (mainly pulp for Paper Mills) and energy, may mean that the Group losses its earning capacity. Material adverse changes to profitability may result in reduced prices of our stock and reduced capacity to generate working capital thus adversely affecting our business and deteriorating our prospects.
We are exposed to the risk of price changes of raw materials and energy, primarily related to price fluctuations of pulp, fuel oil, diesel oil, coal and electricity. Paper Mills buy pulp under frame agreements or in one-off transactions and do not hedge against fluctuations of pulp prices. A part of pulp is supplied to our Paper Mills from the Pulp Mills of the Rottneros Group. The risk of changing prices of raw materials is related primarily to changing prices of paper and pulp in the markets to which we sell our products. A material growth of prices of one or more raw materials and energy may adversely affect the operating results and financial condition of the Group.
Our Group holds three Paper Mills operating jointly seven production lines with total annual production capacity of over 700,000 tons of paper and two Pulp Mills with total production capacity of 400,000 tons of pulp. Long-lasting disruption to the production process may result from a number of factors, including a breakdown, human error, unavailability of raw materials, natural catastrophes and other that are beyond our control. Each such disruption, even relatively short, may have material impact on our production and profitability and result in material costs for repairs, liabilities to buyers whose orders we are not able to satisfy and other expenses.
Investments by the Group aimed at expanding the production capacity of the Group require material capital outlays and a relatively long time to complete. As a result, the market conditions under which we operate may be materially changed in the period between our decision to incur investment outlays to expand production capacity and the completion time. Changes of market conditions may result in volatile demand for our products which may be too low in the context of additional production capacities. Differences between demand and investments in new production capacities may result in failure to utilise the expanded production capacity to the full extent. This may have adverse effect on the operating results and financial condition of the Group.
Our Group has the largest portion of its debt under a loan agreement with a consortium of banks (European Bank for Reconstruction and Development, Bank Zachodni WBK S.A. and BGŻ BNP Paribas S.A.) of 9 September 2016, loans from Svenska Handelsbanken and Danske Bank, and under lease contracts.
Failure by the Group to comply with its obligations, including the agreed levels of financial ratios (covenants) resulting from the agreements, failure by Svenska Handelsbanken to renew the factoring contract and/or the lease contract will result in default under those agreements. Events of default may in particular result in demand for repayment of our debt, banks taking control over important assets like Paper Mills or Pulp Mills and loss of other assets which serve as collateral, deterioration of creditworthiness and lost access to external funding which will be converted into lost liquidity and which in turn may materially adversely affect our business and development prospects and our stock prices.
In the context of deteriorating situation in paper industry and the results of the Arctic Paper Group, our suppliers, in particular suppliers of such raw materials as pulp, may have problems with acquiring insurance limits (sale on credit) and thus they may lose the possibility of offering deferred payment terms to the Arctic Paper Group. Such situation may result in deteriorated financial situation and loss of financial liquidity of operating units and as a result this may adversely affect the situation in the entire Group. Risk of restricted supplies of natural gas Polskie Górnictwo Naftowe i Gazownictwo S.A (PGNiG) is the sole supplier of natural gas used by AP Kostrzyn to generate heat and electrical energy for paper production. In this context, the business and costs of paper production at AP Kostrzyn is materially affected by availability and price of natural gas. Potential disruptions of supplies of natural gas to the Paper Mill in Kostrzyn nad Odrą may have adverse effect on production, results on operations and financial condition of the Group.
AP Kostrzyn has been using a major tax relief resulting from its operations in the Kostrzyńsko-Słubicka Specjalna Strefa Ekonomiczna. The relief was granted until 2026 and is subject to compliance by AP Kostrzyn of the applicable laws, regulations and other conditions relating to the relief, including compliance with certain criteria concerning employment and investment outlays. Tax regulations and interpretations thereof are subject to very frequent changes in Poland. Changes to the regulations applicable to the tax relief or breach by AP Kostrzyn of the applicable conditions may result in loss of the relief and have material adverse impact on the results of operations and financial condition of the Group.
Consolidation trends among our existing and potential customers may result in a more concentrated customer base covering a few large buyers. Such buyers may rely on their improved bargaining position in negotiating terms of paper purchases or decide to change the supplier and acquire products from our competitors. Additionally, in the context of the deteriorating condition in printing industry, such customers as paper distributors, printing houses or publishers may not be able to obtain insurance limits (sale on credit) or have problems with financial liquidity which may result in their bankruptcy and adversely affect our financial results. The above factors may have adverse
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 39
impact on the operational results and financial condition of the Group.
Risk related to compliance with regulations on environmental protection and adverse impact of the production process on the environment
The Group meets the requirements related to environmental protection; however, no certainty exists that it will always be able to comply with its obligations and that in the future it will avoid material expenses or that it will not incur material obligations related to the requirements or that it will be able to obtain all permits, approvals and other consents to carry on its business as planned. Similarly, considering that paper and pulp production is related to potential hazards relating to waste generated in Paper Mills and Pulp Mills and contamination with chemicals, no certainty exists that in the future the Group is not charged with liability for environmental pollution or that no event that may underlie the liability of the Group has not already occurred. Thus the Group may be required to incur major expenses in connection with the need to remove contamination and land reclamation.
Our Paper Mills and Pulp Mills are provided with free carbon dioxide emission rights for each period. The emission rights are awarded within the EU Emission Trading Scheme. Should such free carbon dioxide emission rights be cancelled and replaced with a system of paid emission rights, our costs of energy generation will grow accordingly. Additionally, we may be forced to incur other unpredictable expenses in connection with the emission
rights or changing legal regulations and the resultant requirements. Due to the above we may be forced to reduce the quantity of generated energy or to increase the production costs which may adversely affect our business, financial condition, operational results or development prospects.
The Issuer is a holding company and therefore its capacity to pay dividend is subject to the level of potential disbursements from its subsidiary companies involved in operational activity, and the level of cash balances. Certain subsidiaries of the Group involved in operational activity may be subject to certain restrictions concerning disbursements to the Issuer. No certainty exists that such restrictions will have no material impact on the business, results on operations and capacity of the Group to distribute dividend.
In connection with the term and revolving loan agreements signed on 9 September 2016, agreements related to the bond issue pursuant to which on 30 September 2016 the Company issued bonds and the creditor agreement (described in more detail in note 32.2 "Obtaining of new financing" of the Annual Report 2016), the possibility of the Company to pay dividend is subject to satisfying certain financial ratios by the Group in two periods preceding such distribution (as the term is defined in the term and revolving loan agreements) and no occurrence of any events of default (as defined in the term and revolving loan agreements).
The Management Board of Arctic Paper S.A. did not publish projections of financial results for 2017 and has not published and does not intend to publish projections of financial results for 2018.
The Company did not distribute dividend in 2017.
As at 31 December 2017, the Company's Supervisory Board was composed of:
Until the date hereof, there were no changes to the composition of the Supervisory Board of the Parent Company.
The Management Board of the Parent Entity as at the publication hereof was composed as follows:
At its meeting on 19 April 2017, the Supervisory Board did not extend the term of office expiring on 29 May 2017, for the following members of the Management Board: Mr Wolfgang Lübbert, Mr Jacek Łoś and Mr Michał Sawka. At its meeting on 30 August 2017, the Supervisory Board dismissed Ms Małgorzata Majewska -Śliwa from the position of a Member of the Management Board effective on 1 September 2017 and appointed Mr Göran Eklund to that position.
In 2017 there were no changes to the Company's share capital.
In 2017 and 2016 the Company did not buy any treasury shares.
The table below presents information on the total amount of remuneration and other benefits paid or payable to members of the Management Board and of the Supervisory Board of the Parent Entity in th e period from 1 January 2017 to 31 December 2017 (data in PLN thousand).
| Remuneration (base salary and overheads) for the | |||
|---|---|---|---|
| functions performed at Arctic Paper S.A. | Retirement plan | Other | Total |
| 1 789 | 388 | 396 | 2 572 |
| 416 | 75 | 6 | 497 |
| 721 | - | 370 | 1 091 |
| 513 | - | 695 | 1 208 |
| 350 | - | 370 | 720 |
| 380 | - | 500 | 879 |
| 324 | - | - | 324 |
| 207 | - | - | 207 |
| 150 | - | - | 150 |
| 180 | - | - | 180 |
| 150 | - | - | 150 |
*for the period from 2017-09-01 until 2017-12-31
**for the period from 2017-01-01 until 2016-08-31
***for the period from 2017-01-01 until 2017-05-29
As at 31 December 2017 and as at the approval date of this annual report, Members of the Managem ent Board are entitled to compensation in case of their resignation or dismissal from their respective positions with no valid reason or when they are dismissed or their employment is terminated as a result of a merger of the Issuer by take -over. The amount of such compensation will correspond to their remuneration for 6 to 24 months.
| Managing and supervising persons | Number of shares or rights to shares as at 09.04.2018 |
Number of shares or rights to shares as at 31.12.2017 |
Number of shares or rights to shares as at 13.11.2017 |
Change |
|---|---|---|---|---|
| Ma na g em ent B oa rd | ||||
| Per Skoglund | 20 000 | 20 000 | 10 000 | 10 000 |
| Göran Eklund | - | - | - | - |
| Sup ervisory B oa rd | ||||
| Per Lundeen | 34 760 | 34 760 | 34 760 | - |
| Thomas Onstad | 6 223 658 | 6 223 658 | 6 223 658 | - |
| Roger Mattsson | - | - | - | - |
| Maciej Georg | - | - | - | - |
| Mariusz Grendowicz | - | - | - | - |
As of the date hereof, the Company held sufficient funds and creditworthiness to ensure financial liquidity of the Arctic Paper S.A. Group.
In 2017 the companies in the Arctic Paper Group invested its funds solely in standard short-term deposits, including overnight deposits. In 2017 the Group made no financial investments.
As at 31 December 2017, the Capital Group reported:
In connection with the term and revolving loan agreements, agreements relating to the bond issue and the intercreditor agreement (described in more detail in the note "Obtaining new financing") signed on 9 September 2016, on 3 October 2016 the Company signed agreements and statements pursuant to which collateral to the above debt and other claims would be established in favour of Bank BGŻ BNP Paribas S.A., acting as the Collateral Agent, that is
mortgages on all properties located in Poland and owned by the Company and the Guarantors;
registered pledges on all material rights and movable assets owned by the Company and the Guarantors, constituting an organised part of enterprise, located in Poland (with the exception of the assets listed in the Loan Agreement);
As a result of repayment on 7 January 2018 of liabilities of Arctic Paper Grycksbo AB under the lease contract with Svenska Handelsbanken AB (pledge on movable assets and properties) and in view of the provisions of loan agreements, the process of releasing the above pledges made in favour of Svenska Handelsbanken AB was started and they were incorporated in the inter-creditor agreement.
The information regarding off-balance sheet items is disclosed in note 36 to the consolidated financial statements.
In view of the improved financial results and market conditions in 2017 and subject to accomplishment of the current financial objectives, the Company plans to carry out the investments in line with its financial plan. The core objective of the investments in 2018 is to develop new products, minimise production costs, including the costs of electricity, and to improve the effectiveness of the production process. The Group intends to finance its investment plan for 2018 with its own funds and with investment loans and bond issues.
During the period under report, Arctic Paper S.A. and its subsidiaries were not a party to any proceedings pending before a court, arbitration or public administrative authority, the individual or joint value of which would equal or exceed 10% of a given entity's equity.
During the period under report, Arctic Paper S.A. and its subsidiaries did not execute any material transactions with related entities on non-market terms and conditions.
Otherwise than stated herein, the Issuer is not aware of any agreements that may in the future generate changes to the proportions of share holdings by the existing shareholders and bond holders.
In 2017 and in 2016 the Parent Entity did not buy any treasury shares.
As at 19 June 2017 the Company concluded an agreement with Ernst & Young Audyt Polska spółka z ograniczoną odpowiedzialnością sp. k. regarding the review of the interim abbreviated standalone and consolidated financial statements of the Company and the Group for the period ended on 30 June 2017 and the audits of the financial statements and consolidated financial statements of the Group for the period ended on 31 December 2017. The contract has been concluded for the period of rendering the aforementioned services.
Other information on the entity authorised to audit the financial statements is provided in note 38 to the consolidated financial statements.
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 44
Information on the headcount is provided in note 42 to the consolidated financial statements.
Apart from this Management Report the Group published a separate report - disclosure on non-financial information of Arctic Paper Capital Group.
On 1 January 2016 the new set of corporate governance rules became effective under the name of "Best Practice of GPW Listed Companies 2016", attached to Resolution No. 26/1413/2015 of the Supervisory Board of the Warsaw Stock Exchange dated 13 October 2015.
The text of the "Best Practice of GPW Listed Companies 2016" is available at: https://static.gpw.pl/pub/files/PDF/inne/GPW_1015_17_DOBRE_PRAKTYKI_v2.pdf
Pursuant to Art. 29.3 of the Warsaw Stock Exchange Rules, the Management Board of ARCTIC PAPER S.A. on 25 Janua ry 2016 published an EBI report concerning the exclusion of certain rules of the Best Practice.
Arctic Paper S.A. was striving at applying corporate governance rules as set forth in the document Best Practices of GPW Listed Companies. In 2016 Arctic Paper S.A. did not apply the following rules:
Principle No. 1.Z.1.10
"A company should operate a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation: financial projections, if the company has decided to publish them – published at least in the last 5 years, including information about the degree of their implementation"
Explanation: According to a decision by the Management Board, the Company does not publish projections.
"A company should operate a corporate website and publish on it, in a l egible form and in a separate section, in addition to information required under the legislation: information about the company's diversity policy applicable to the company's governing bodies and key managers; the description should cover the following ele ments of the diversity policy: gender, education, age, professional experience, and specify the goals of the diversity policy and its implementation in the reporting period; where the company has not drafted and implemented a diversity policy, it should pu blish the explanation of its decision on its website"
Explanation:
The Company has not drafted a diversity policy; however, the Issuer's Management Board has been striving to employ competent, creative people, holding appropriate qualifications, professional experience and education, compliant with the Company's needs.
"A company should operate a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation: information about the planned transmission of a general meeting, not later than 7 days before the date of the general meeting".
Explanation: The Company does not plan to broadcast its General Meetings.
"A company should operate a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation: audio or video record of the debates of the general meeting".
The Company does not plan to broadcast its General Meetings.
Recommendation II.R.2:
"Persons taking decisions to elect members of the management board or the supervisory board of a company should ensure that the composition of these bodies is comprehensive and diverse among others in terms of gender, education, age and professional experience".
Now the Company does not follow this recommendation which is due to the fact that the functions of members of the management board or the supervisory board have been entrusted to specific persons, irrespective of their gender, and on the basis of their professional background and experience. Nevertheless, the composition of the Issuer's bodies is largely subject to the decisions of the Company's shareholders and the recommendation may be complied with in the future.
"The company's structure should include separate units responsible for the performance of tasks in indiv idual systems or functions, unless the separation of such units is not justified by the size or type of the company's activity".
The recommendation is not followed due to the size of the Company. The Management Board is responsible for control ling the Company's operations, including controlling its internal operational processes along with risk management processes. However, the Company has no formalised procedures, instructions or specialised units managing internal processes, managing risks, compliance. The external entities that provide consultancy services, including legal consulting and performing audits, have regular and direct contact with the Company's Management Board. However, the Company does not exclude that the rule may be applied in the future.
"The company's management board is responsible for the implementation and maintenance of efficient internal control, risk management and compliance systems and internal audit function".
The rule is not followed due to the size of the Company. Now The Management Board is responsible for controlling the Company's operations, including controlling its internal operational processes along with risk management processes. However, the Company has no formalised procedures, instructions or specialised units managing internal processes, managing risks, compliance. The external entities that provide consultancy services, including legal consulting and performing audits, have regular and direct contact with the Company's Management Board. However, the Company does not exclude that the rule may be applied in the future.
Subject to principle III.Z.3, persons responsible for risk management, internal audit and compliance should report directly to the president or other member of the management board and should be allowed to report directly to the supervisory board or the audit committee".
The Company has not established dedicated units involved in risk management, internal audit and compliance. However, the Company states that managers of each division of the Company report directly to the relevant members of the Management Board. External entities providing consulting services, including legal consulting services
and auditing companies, have direct and indirect contact with the Company's Management Board.
"The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks".
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 47
The Company has no dedicated internal audit unit and there is no identified position of a person heading the function. An audit committee operates within the Supervisory Board. Minimum two members of the Supervisory Board meet the independence criteria as specified in the Company's Articles of Association and in the Regulations of the Supervisory Board. Additionally, persons performing audits and statutory auditors are independen t of the Company.
"The person responsible for internal audit (if the function is separated in the company) and the management board should report to the supervisory board at least once per year with their assessment of the efficiency of the systems and functions referred to in principle III.Z.1 and submit a relevant report".
In the Company, it is the Supervisory Board that performs the function of the audit committee with members elected by the General
Meeting.
"If justified by the structure of shareholders or expectations of shareholders notified to the company, and if the company is in a position to provide the technical infrastructure necessary for a general meeting to proceed efficiently using electronic communication means, the company should enable its shareholders to participate in a general meeting using such means, in particular
through:
1) real-life broadcast of the general meeting,
2) real-time bilateral communication where shareholders may take the floor
during a general meeting from a location other than the general meeting,
3) exercise, either in person or through a proxy, the right to vote at the General Shareholders Meeti ng".
Considering the need of multiple technical and organisational operations and the related costs and risks, the Company has not decided for the time being to hold electronic general meetings. With a gradual popularisation of the technical solution and ensuring appropriate security, the Company will re-consider implementing the recommendation.
"If there is justification due to the shareholding structure, the company ensures the public broadcast of the General Shareholders Meeting in real time".
Considering the need of multiple technical and organisational operations and the related costs and risks, the Company has not decided for the time being to organise electronic general meetings. With a gradual popularisation of the technical solution and ensuring appropriate security, the Company will re -consider implementing the recommendation.
"The remuneration of members of the company's governing bodies and key managers should follow the approved remuneration policy".
The remuneration principles and amounts of Members of the Management Board are set by the Supervisory Board.
The remuneration of members of the Management Board is subject to negotiations. The remuneration of members of the Supervisory Board fall within the competences of the General Meeting. The amounts of remuneration should be subject to the scope of duties and
responsibilities entrusted to individual members of the Company's supervisory and management bodies. Information on amounts of remuneration of members of the Company's bodies is disclosed in annual reports.
"The remuneration policy should be closely tied to the company's strategy, its short-and long-term goals, long-term interests and results, taking into account solutions necessary to avoid discrimination on whatever grounds".
The remuneration principles and amounts of Members of the Management Board are set by the Supervisory Board. The remuneration of members of the Management Board is subject to negotiations. The remuneration of members of the Supervisory Board fall within the competences of the General Meeting. The amounts of remuneration should be subject to the scope of duties and
responsibilities entrusted to individual members of the Company's supervisory and management bodies. Information on amounts of remuneration of members of the Company's bodies is disclosed in annual reports.
In its report from operations, the company should report on the remuneration policy including at least the following: 1) general information on remuneration system adopted by the Company,
2) information on conditions and amount of remuneration granted to each member of the Managemen t Board, split into fixed and variable components, specifying key parameters used to determine variable components of remuneration and rules for the payment of retirement allowance and other payments related to termination of the employment contract, commission or other legal relationship of similar nature – separately for the Company
and for entity belonging to the capital group,
3) information on non-financial components of remuneration assigned to individual members of
the Management Board and key managers,
4) significant amendments of the remuneration policy in the last financial year or information about their absence,
5) assessment of the functioning of the remuneration policy from the viewpoint of implementation of its objectives, in particular long-term growth of value for shareholders and sustainability of the company.
The remuneration principles and amounts of Members of the Management Board are set by the Supervisory Board. The remuneration of members of the Management Board is subject to negotiations. The remuneration of members of the Supervisory Board fall within the competences of the General Meeting. The amounts of remuneration should be subject to the scope of duties and
responsibilities entrusted to individual members of the Company's supervisory and management bodies. Information on amounts of remuneration of members of the Company's bodies is disclosed in annual reports.
The Management Board of Arctic Paper S.A. is responsible for the internal control system in the Company and in the Group and for its efficiency in the development process of consolidated financial statements and inte rim reports, prepared and published in compliance with the rules of the Regulation of the Minister of Finance on current and periodical disclosure by issuers of securities and conditions to recognise as equivalent the information that is required by the la w in Non-Member States of 19 February 2009. The Company's financial division headed by the Financial Director is responsible for the preparation of the Group's consolidated financial statements and interim reports. The financial data underlying the Group's consolidated financial statements comes from monthly reporting packages and extended quarterly packages sent to the Issuer by Group member companies. After closing of the books for each calendar month, top management of the Group member companies analyse the financial results of the companies versus their budgets and the results generated in the previous reporting period.
The Group performs an annual review of its strategy and development prospects. The budgeting process is supported by medium- and top-level management of the Group member companies. The budget drafted for the year is accepted by the Company's Management Board and approved by the Supervisory Board. During the year, the Company's Management Board compares the generated financial results to the adopted budget.
The Company's Management Board systematically assesses the quality of internal control and risk management systems with reference to the preparation process of consolidated financial statements. On the basis of such review, the Company's Management Board found that as at 31 December 2017 there were no weaknesses that could materially affect the effectiveness of internal control with respect to financial reporting.
Information on the shareholders that directly or indirectly hold large packages of shares is presented in the table below – the table presents the situation as of the publication date of the annual report ( 9 April 2018).
| Shareholder | Number of shares |
Share capital [%] |
Number of votes | Of total number of votes [%] |
|
|---|---|---|---|---|---|
| Thom a s O nsta d - indirectly via |
47 205 107 40 981 449 |
68, 13% 59,36% |
47 205 107 40 981 449 |
68, 13% 59,36% |
|
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58,28% | |
| other subsidiary | 600 000 | 0,87% | 600 000 | 0,87% | |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% | |
| O thers | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% | |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% | |
| Own shares | - | 0,00% | - | 0,00% | |
| Tota l | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% |
There are no securities in the Company with special control rights – in particular, no shares in the Company are privileged.
he Company's Articles of Association do not provide for any restrictions concerning transfer of title to the Issuer's securities. Such restrictions are specified in law, including in Chapter 4 of the Act on public offering and on conditions governing the introduction of financial instruments to organised trading and on public companies of 29 July 2005, Art. 11 and Art. 19 and Section VI of the Act on trading in financial instruments of 29 July 2005, the Act on Protection of Competition and Consumers of 16 February 2007 and the Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings of 20 January 2004.
Each share in Arctic Paper S.A. authorises to one vote at General Meetings. The Company's Articles of Association provide for no restrictions as to the exercising of voting rights of shares in Arctic Paper S.A., such as any restrictions on voting rights, such as limitations of the voting
rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or syst ems whereby, with the company's cooperation, the financial rights attaching to securities are separated from the holding of securities. A ban on voting rights by shareholders may result from Art. 89 of the Act on Offering of 29 July 2005 if such shareholder breaches the regulations provided in Chapter 4 of the Act on Offering. According to Art. 6 § 1 of the Code of Commercial Companies, if the parent company fails to notify its capital subsidiary company of the occurrence of a domination
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 50
relationship within two weeks of the occurrence thereof, the voting rights will be suspended with respect to the shares held by the parent company representing more than 33% of the subsidiary's share capital.
Amendments to the Company's Articles of Association fall within the sole competences of the General Meeting. Unless the Code of Commercial Companies or the Articles of Association of the Company provide otherwise, resolutions of the General Meeting require an absolute majority of votes.
The rules of procedure of the General Meeting and its core competences result straight from applicable laws and are partly incorporated in the Company's Articles of Association.
The Company's Articles of Association are available at:
http://www.arcticpaper.com/Global/IR%20Documents/Dokumenty%20korporacyjne/Statut%20tekst%20jednolity_aktualny_20 16_PL%2014.09.2016.pdf
General Meetings may approve resolutions in the attendance of minimum one half of th e Company's share capital.
General Meetings approve resolutions with an absolute majority of votes unless the Articles of Association or applicable regulations require a qualified majority.
The shareholders' rights and the way to enforce them result expli citly from law that has been partly incorporated in the Company's Articles of Association.
Composition of the Management Board
Otherwise, the individual members of the Management Board shal l be responsible for their running of the affairs of the Company as resulting from the internal delegation of duties and functions approved by a decision of the Management Board.
The Management Board may approve resolutions at meetings or outside meetings in writing or with the use of direct means of remote telecommunications. The Management Board approves resolutions with a majority of votes cast. Resolutions shall be valid if minimum one half of members of the Management Board are present at the meeting. In case of equal number of votes, the President of the Management Board shall have the casting vote.
The detailed mode of operation of the Management Board is set forth in the Regulations of the Management Board with its updated version available at:
http://www.arcticpaper.com/Global/IR%20Documents/Cororate%20Documents/Regulamin%20Zarzadu%20AP%20SA.pdf
The Management Board of the Company as at the publication hereof was composed as follows:
Composition and organisation of the Supervisory Board
Competences of the Supervisory Board:
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 53
The Supervisory Board may approve resolutions in writing or with the use of direct means of remote telecommunications. Resolutions approved as specified above shall be valid if all members of the Supervisory Board were notified of the content of the draft resolution. The approval date of the resolution approved as above sha ll be equivalent to the date of signing by the last member of the Supervisory Board.
Resolutions of the Supervisory Board may be approved when all members have been notified by registered letter, fax or e mail message, sent minimum 15 days in advance and the meeting is attended by a majority of members of the Supervisory Board. Resolutions may be approved without formal convening a meeting when all members of the Supervisory Board agreed to vote on the specific issue or to the content of the resolution to be approved.
Resolutions of the Supervisory Board require a simple majority of votes; in case of equal votes, the Chairperson of the Supervisory Board shall have the casting vote.
The detailed mode of operation of the Supervisory Board is set forth in the R egulations of the Supervisory Board with its updated version available at:
http://www.arcticpaper.com/Global/IR%20Documents/Dokumenty%20korporacyjne/1_11_2016_appendix%20PL_AP%20SA% 20-%20Regulamin%20Rady%20Nadzorczej_fin.pdf
The Supervisory Board of the Company as at the publication hereof was composed as follows:
Composition and organisation of the Audit Committee
Meetings of the Audit Committee shall be held minimum twice a year.
As at 18 September 2017, the Audit Committee was composed of:
Composition and organisation of the Remuneration Committee
Meetings of the Remuneration Committee shall be held minimum twice a year, on dates designated by its Chairperson.
From 9 February 2017 the Remuneration Committee was operating in the following composition:
The detailed mode of operation of the Remuneration Committee is set forth in the Regulations of the Remuneration Committee.
Composition and organisation of the Risk Committee
Consolidated annual report 2017 of Arctic Paper Capital Group Management Report 56
Competences of the Risk Committee
Meetings of the Risk Committee shall be held minimum twice a year.
From 22 September 2016 the Risk Committee was operating in the following composition:
Arctic Paper S.A. is a company registered in Poland which stock has been admitted to trading at the Warsaw Stock Exchange and at NASDAQ in Stockholm. The Company's primary market is in Warsaw with a parallel market in Stockholm. Companies not registered in Sweden which shares have been admitted to trading at NASDAQ in Stockholm are obliged to comply with
Arctic Paper S.A. follows the principles set forth in the "Best Practice of GPW Listed Companies 2016" (hereinafter the "Good Practice") that may be applied by companies listed at the Warsaw Stock Exchange and not the Swedish Code. As a result, the conduct of Arctic Paper S.A. is different from the one set forth in the Swedish Code in the following material aspects.
The core documents related to General Meetings of Shareholders, such as notices, reports and approved resolutions, are made in Polish and in English instead of Swedish.
The Polish corporate governance model provides for a two-tier system of the company's bodies which is composed of the Management Board being the executive body appointed by the Supervisory Board which in turns supervises the company's operations and is appointed by the General Meeting of Shareholders. Auditors are selected by the Supervisory Board.
Neither the Good practice, nor any other Polish regulations require the establishment of a commis sion in the company to elect candidates and therefore such commission does not exist among the bodies of the company. Each shareholder may propose candidates to the Supervisory Board. Appropriate information on candidates proposed to the Supervisory Board is published on the company's website with appropriate advance so that all shareholders could take an informed decision when voting on the resolution appointing a new member of the Supervisory Board.
In compliance with the two-tier system of the company's bodies, the tasks usually performed by the management of Swedish-registered companies are performed by the Management Board or the Supervisory Board of companies subject to Polish law.
In accordance with the Polish applicable regulations, members of the Management Board, including its General Director who is the President of the Management Board, may not get involved in competitive activities outside the company. Pursuing of other business outside the company is not regulated either in the Good Practice or other Polish regulations; however, certain restrictions are usually incorporated in individual employment contracts.
The composition of the Supervisory Board should reflect the independence criteria, just like those specified in the Swedish Code. However, the Management Board being the executive body is composed of persons in executive positions at Arctic Paper S.A., and these members may not be treated as independent of the Co mpany. The terms of office of members of the Management Board – just like the members of the Supervisory Board – lasts three years.
It is the Supervisory Board and not the General Meeting that elects the chairperson and the deputy chairperson from its members.
The Regulations of the Management Board are approved by the Supervisory Board, and the Regulations of the Supervisory Board are approved by the Supervisory Board. The Regulations are not reviewed each year – they are reviewed and modified as need arises. The same principles apply to regulations of committees operating within the Supervisory Board that are approved by the Supervisory Board. The operation of the General Director is not regulated separately since he/she also acts as the president of the Management Board.
The rules of remuneration and the amount of remuneration of members of the Management Board are set by the Supervisory Board and the Remuneration Committee acting with the Supervisory Board. The remuneration of members of the Supervisory Board fall within the competences of the General Meeting of Shareholders. Incentive progr ammes are set up by the Supervisory Board. Members of the Supervisory Board are entitled to participate in such programmes established for the managerial staff. There are no restrictions as to the amount of remuneration during the employment contract notic e period or to the amount of severance pay.
The Polish corporate governance principles do not require the same detail as to the disclosed information as required by the Swedish Code. However, information on members of the company's bodies, company's Articles of Association, internal regulations and a summary of material differences between the Swedish and Polish approach to corporate governance and shareholders' rights is published on the company's website.
Members of the Management Board of Arctic Paper S.A. represent that to the best of their knowledge:
Members of the Management Board of Arctic Paper S.A. represent that Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością sp.k. – the entity authorised to audit financial statements that reviewed the annual financial statements of the Arctic Paper Capital Group, was selected in compliance with applicable laws and that the entity and the auditors that performed the audit complied with the criteria to issue an impartial and independent opinion on the audited annual consolidated financial statements, in compliance with the applicable regulations and professional standards.
Signatures of the Members of the Management Board
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Per Skoglund | 9 April 2018 | |
| Member of the Management Board Chief Financial Officer |
Göran Eklund | 9 April 2018 |
for the year ended on 31 December 2017 to the annual report for 2017
| Period | Period | Period | Period | |
|---|---|---|---|---|
| from 01.01.2017 | from 01.01.2016 | from 01.01.2017 | from 01.01.2016 | |
| to 31.12.2017 | to 31.12.2016 | to 31.12.2017 | to 31.12.2016 | |
| PLN thousand | PLN thousand | EUR thousand | EUR thousand | |
| Continuing operations | ||||
| Sales revenues | 2 952 806 | 2 966 972 | 693 428 | 679 901 |
| Operating profit (loss) | 109 555 | 144 942 | 25 728 | 33 214 |
| Gross profit (loss) | 85 458 | 94 099 | 20 069 | 21 563 |
| Net profit (loss) from continuing operations | 70 629 | 74 352 | 16 586 | 17 038 |
| Net profit (loss) for the financial year | 64 991 | 76 550 | 15 262 | 17 542 |
| Net profit (loss) for the financial year attributable to the shareholders of | ||||
| the Parent Entity | 36 720 | 47 910 | 8 623 | 10 979 |
| Net cash flows from operating activities | 261 595 | 184 958 | 61 432 | 42 384 |
| Net cash flows from investing activities | (180 715) | (174 677) | (42 439) | (40 028) |
| Net cash flows from financing activities | 41 798 | (66 817) | 9 816 | (15 311) |
| Change in cash and cash equivalents | 122 678 | (56 536) | 28 809 | (12 955) |
| Weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| EPS (in PLN/EUR) | 0,53 | 0,69 | 0,12 | 0,16 |
| Diluted EPS (in PLN/EUR) | 0,53 | 0,69 | 0,12 | 0,16 |
| Mean PLN/EUR exchange rate* | 4,2583 | 4,3638 | ||
| As at | As at | As at | As at | |
| 31 December 2017 | 31 December 2016 | 31 December 2017 | 31 December 2016 | |
| PLN thousand | PLN thousand | EUR thousand | EUR thousand | |
| Assets | 1 900 325 | 1 816 722 | 455 615 | 410 651 |
| Long-term liabilities | 531 128 | 428 634 | 127 341 | 96 888 |
| Short-term liabilities | 576 275 | 580 457 | 138 166 | 131 206 |
| Equity | 791 294 | 789 543 | 189 718 | 178 468 |
| Share capital | 69 288 | 69 288 | 16 612 | 15 662 |
| Number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted number of ordinary shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Book value per share (in PLN/EUR) | 11,42 | 11,40 | 2,74 | 2,58 |
| Diluted book value per share (in PLN/EUR) | 11,42 | 11,40 | 2,74 | 2,58 |
| Declared or paid dividend (in PLN/EUR) | - | - | - | - |
| Declared or paid dividend per share (in PLN/EUR) | - | - | - | - |
| PLN/EUR exchange rate at the end of the period** | - | - | 4,1709 | 4,4240 |
* - Profit and loss and cash flow statement items have been translated at the mean arithmetic exchange rates published by the National Bank of Poland, prevailing in the period that the presented data refers to.
** - Balance sheet items have been translated at the mean arithmetic exchange rates published by the National Bank of Poland, prevailing on the balance sheet date.
| Note | Year ended on 31 December 2017 |
Year ended on 31 December 2016 (revised) |
|
|---|---|---|---|
| Continuing operations | |||
| Revenues from sales of paper and pulp | 10.1 | 2 952 806 | 2 966 972 |
| Sales revenues | 2 952 806 | 2 966 972 | |
| Costs of sales | 11.5 | (2 417 081) | (2 399 846) |
| Gross profit (loss) on sales | 535 725 | 567 126 | |
| Selling and distribution costs | 11.5 | (348 093) | (353 255) |
| Administrative expenses | 11.5 | (92 671) | (90 335) |
| Other operating income | 11.1 | 43 654 | 66 554 |
| Other operating expenses | 11.2 | (29 060) | (45 147) |
| Operating profit (loss) | 109 555 | 144 942 | |
| Financial income | 11.3 | 1 831 | 1 350 |
| Financial expenses | 11.4 | (25 929) | (52 192) |
| Gross profit (loss) | 85 458 | 94 099 | |
| Income tax | 13 | (14 829) | (19 747) |
| Net profit (loss) from continuing operations | 70 629 | 74 352 | |
| Discontinued operations | |||
| Profit (loss) for the financial year from discontinued operations | 14 | (5 637) | 2 198 |
| Net profit (loss) for the financial year | 64 991 | 76 550 | |
| Attributable to: | |||
| The shareholders of the Parent Entity, of which: | 36 720 | 47 910 | |
| - profit (loss) from continuing operations | 42 357 | 45 712 | |
| - profit (loss) from discontinued operations | (5 637) | 2 198 | |
| The non-controlling shareholder, of which: | 28 272 | 28 640 | |
| - profit (loss) from continuing operations | 28 272 | 28 640 | |
| - profit (loss) from discontinued operations | - | - | |
| 64 991 | 76 550 | ||
| Earnings per share: | |||
| – basic earnings from the profit/(loss) for the period attributable to the | |||
| shareholders of the Parent Entity | 16 | 0,53 | 0,69 |
| – basic earnings from the profit/(loss) from continuing operations for the | |||
| period attributable to the shareholders of the Parent Entity | 16 | 0,61 | 0,66 |
| – diluted earnings for the profit for the period attributable to the | |||
| shareholders of the Parent Entity | 16 | 0,53 | 0,69 |
| – diluted earnings for the profit for from continuing operations | |||
| attributable to the shareholders of the Parent Entity | 16 | 0,61 | 0,66 |
| Note | Year ended on 31 December 2017 |
Year ended on 31 December 2016 (revised) |
|
|---|---|---|---|
| Net profit/(loss) for the reporting period | 64 991 | 76 550 | |
| Items to be reclassified to profit/loss in future reporting periods: | |||
| FX differences on translation of foreign operations | 30.2 | (48 581) | (3 063) |
| Measurement of financial instruments | 12 | 3 244 | 43 681 |
| Deferred income tax on the measurement of financial instruments | 13.1 | (958) | (10 369) |
| Items not to be reclassified to profit /loss in future reporting periods: | |||
| Actuarial profit / (loss) for defined benefit plans | 11.7 | (5 343) | (9 281) |
| Deferred income tax on actuarial profit / (loss) relating to defined benefit plans |
13.1 | 1 157 | 1 396 |
| Other comprehensive income | (50 481) | 22 363 | |
| Total comprehensive income | 14 511 | 98 913 | |
| Attributable to: | |||
| The shareholders of the Parent Entity | 5 785 | 61 799 | |
| To the non-controlling shareholder | 8 726 | 37 114 |
| As at 31 December 2016 | As at 1 January 2016 | |||
|---|---|---|---|---|
| Note | As at 31 December 2017 | (revised) | (revised) | |
| ASSETS | ||||
| Fixed assets | ||||
| Tangible fixed assets | 18 | 834 205 | 834 614 | 759 879 |
| Investment properties | 20 | 4 107 | 4 074 | 3 982 |
| Intangible assets | 21 | 51 108 | 57 033 | 51 622 |
| Interests in joint ventures | 22 | 988 | 924 | 5 169 |
| Other financial assets | 24.1 | 22 056 | 10 913 | 1 017 |
| Other non-financial assets | 24.2 | 1 513 | 1 548 | 1 472 |
| Deferred income tax asset | 13.3 | 32 387 | 21 879 | 38 804 |
| 946 363 | 930 984 | 861 944 | ||
| Current assets | ||||
| Inventories | 27 | 350 996 | 360 353 | 390 631 |
| Trade and other receivables | 28 | 330 071 | 343 496 | 336 499 |
| Corporate income tax receivables | 6 687 | 11 328 | 6 941 | |
| Other non-financial assets | 24.2 | 13 583 | 16 492 | 11 531 |
| Other financial assets | 24.1 | 7 151 | 11 218 | 944 |
| Cash and cash equivalents | 29 | 241 403 | 130 157 | 188 552 |
| 949 891 | 873 044 | 935 099 | ||
| Assets related to discontinued operations | 4 071 | 12 694 | 47 467 | |
| TOTAL ASSETS | 1 900 325 | 1 816 722 | 1 844 510 | |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Equity (attributable to the shareholders of the Parent Entity) | ||||
| Share capital | 30.1 | 69 288 | 69 288 | 69 288 |
| Reserve capital | 30.3 | 447 638 | 447 638 | 447 638 |
| Other reserves | 30.4 | 125 997 | 156 975 | 127 976 |
| FX differences on translation | 30.2 | (9 207) | 19 717 | 21 810 |
| Retained earnings / Accumulated losses | 30.5 | (62 364) | (127 542) | (165 581) |
| Cumulated other comprehensive income related to | ||||
| discontinued operations | 14 | (11 611) | (12 120) | (8 974) |
| 559 740 | 553 955 | 492 156 | ||
| Non-controlling stake | 30.6 | 231 555 | 235 588 | 215 976 |
| TOTAL EQUITY | 791 294 | 789 543 | 708 131 | |
| Long-term liabilities | ||||
| Interest-bearing loans and borrowings | 32 | 372 576 | 275 464 | 222 305 |
| Provisions | 33 | 101 554 | 90 313 | 82 855 |
| Other financial liabilities | 32 | 3 945 | 30 082 | 41 057 |
| Deferred income tax liability | 13.3 | 34 301 | 11 851 | 2 468 |
| Accruals and deferred income | 34.2 | 18 752 | 20 924 | 23 914 |
| 531 128 | 428 634 | 372 599 | ||
| Short-term liabilities | ||||
| Interest-bearing loans and borrowings | 32 | 39 440 | 55 367 | 82 883 |
| Provisions | 33 | 4 667 | - | - |
| Other financial liabilities | 32 | 33 153 | 26 686 | 83 503 |
| Trade and other payables | 34.1 | 423 868 | 399 727 | 407 128 |
| Income tax liability | 570 | 179 | 281 | |
| Accruals and deferred income | 34.2 | 74 576 | 98 498 | 108 720 |
| 576 275 | 580 457 | 682 515 | ||
| Liabilities directly related to the discontinued operations | 14 | 1 626 | 18 088 | 81 264 |
| TOTAL LIABILITIES | 1 109 030 | 1 027 179 | 1 136 379 | |
| TOTAL EQUITY AND LIABILITIES | 1 900 325 | 1 816 721 | 1 844 510 |
| 12-month period | |||
|---|---|---|---|
| 12-month period | ended on | ||
| ended on | 31 December 2016 | ||
| Note | 31 December 2017 | (revised) | |
| Ca sh f lows f rom op era ting a ctivities | |||
| Gross profit/(loss) on continuing operations | 85 458 | 94 099 | |
| Gross profit /(loss) on discontinued operations | (5 645) | 1 191 | |
| Gross profit (loss) | 79 813 | 95 290 | |
| Adjustments for: | |||
| Depreciation/amortisation | 11.6 | 111 073 | 100 975 |
| FX gains / (loss) | (699) | 4 404 | |
| Impairment of non-financial assets | 23 761 | 4 151 | |
| Net interest and dividends | 22 344 | 23 673 | |
| Profit / loss from investing activities | 196 | (1 534) | |
| Increase / decrease in receivables and other non-financial assets | 29.1 | (9 227) | 2 793 |
| Change to inventories | 29.1 | (2 316) | 46 103 |
| Increase / decrease in liabilities except for loans and borrowings | 29.1 | 42 711 | (31 885) |
| Change in accruals and deferred income | 29.1 | (13 335) | (15 775) |
| Change in provisions | 29.1 | 3 790 | (30 488) |
| Income tax paid | 1 363 | (6 407) | |
| Reversal of write-offs of assets related to discontinued operations | - | (10 618) | |
| Redemption effect of CO2 emission rights recognised as a result of | |||
| combination of business entities | - | 406 | |
| Co-generation certificates | 5 601 | (5 033) | |
| Other | 29.1 | (3 480) | 8 903 |
| Net cash flows from operating activities | 261 595 | 184 958 | |
| Ca sh f lows f rom investing a ctivities | |||
| Disposal of tangible fixed assets and intangible assets | 290 | 2 005 | |
| Purchase of tangible fixed assets and intangible assets | 29.1 | (181 448) | (177 612) |
| Other capital outflows / inflows | 442 | 930 | |
| Net cash flows from investing activities | (180 715) | (174 677) | |
| Ca sh f lows f rom f ina ncing a ctivities | |||
| Change to overdraft facilities | (54 203) | (41 830) | |
| Repayment of financial leasing liabilities | (4 070) | (3 100) | |
| Inflows from other financial liabilities | - | 1 154 | |
| Repayment of other financial liabilities | (17 066) | (45 068) | |
| Inflows from loans, borrowings and bonds | 228 611 | 261 915 | |
| Repayment of loans and borrowings | (75 824) | (199 173) | |
| Interest paid | (22 891) | (23 214) | |
| Dividend disbursed to non-controlling shareholders | 30.6 | (12 759) | (17 502) |
| Net cash flows from financing activities | 41 798 | (66 817) | |
| Change in cash and cash equivalents | 122 678 | (56 536) | |
| Net FX differences | (10 303) | (1 591) | |
| Cash and cash equivalents at the beginning of the period | 29 | 131 476 | 189 603 |
| Cash and cash equivalents at the end of the period | 29 | 243 851 | 131 476 |
| Attributable to the shareholders of the Parent Entity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital | Reserve capital |
FX differences on translation of foreign |
operations Other reserves | Retained earnings / (Accumulated losses) |
Cumulated other comprehensive income related to discontinued operations |
Total | Equity attributable to non-controlling shareholders |
Total equity | |
| As at 01 January 2017 | 69 288 | 447 638 | 19 717 | 156 975 | (127 542) | (12 120) | 553 955 | 235 588 | 789 543 | |
| Net profit (loss) for the financial year | - | - | - | - | 36 720 | - | 36 720 | 28 272 | 64 991 | |
| Other comprehensive income (net) for the year | - | - | (28 415) | 1 666 | (4 186) | - | (30 935) | (19 546) | (50 481) | |
| Total comprehensive income for the period | - | - | (28 415) | 1 666 | 32 534 | - | 5 785 | 8 726 | 14 511 | |
| Profit distribution | 30.5 | - | - | - | (32 644) | 32 644 | - | - | - | - |
| Discontinued operations | 14 | - | - | (509) | - | - | 509 | - | - | - |
| Dividend distribution to non-controlling entities | 30.6 | - | - ########### |
- | - | - | - | - | (12 759) | (12 759) |
| As at 31 December 2017 | 69 288 | 447 638 | (9 207) | 125 997 | (62 364) | (11 611) | 559 740 | 231 555 | 791 294 |
| Cumulated other | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| comprehensive | ||||||||||
| FX differences on | Retained earnings / | income related to | Equity attributable to | |||||||
| Reserve | translation of foreign | (Accumulated | discontinued | non-controlling | ||||||
| Note | Share capital | capital | operations Other reserves | losses) | operations | Total | shareholders | Total equity | ||
| As at 01 January 2016 (not revised) | 69 288 | 447 638 | 21 810 | 127 976 | (181 625) | (2) | 476 111 | 200 744 | 676 856 | |
| Adjusment as at 01 January 2016 | - | - | - - |
16 045 | (1) | 16 045 | 15 231 | 31 276 | ||
| As at 01 January 2016 (revised) | 69 288 | 447 638 | 21 810 | 127 976 | (165 581) | - | 492 156 | 215 976 | 708 131 | |
| Net profit (loss) for the financial year | - | - | - - |
47 910 | 47 910 | 28 640 | 76 550 | |||
| Other comprehensive income (net) for the year | - | - | (2 315) | 24 090 | (7 886) | 13 889 | 8 474 | 22 363 | ||
| Total comprehensive income for the period | - | - | (2 315) | 24 090 | 40 024 | 61 799 | 37 114 | 98 913 | ||
| Profit distribution | 30.5 | - | - | - 4 909 |
(4 909) | - | - | |||
| Discontinued operations | 14 | 222 | 2 924 | (3 146) | - | - | ||||
| Dividend distribution to non-controlling entities | 30.6 | (17 502) | (17 502) | |||||||
| As at 31 December 2016 (revised) | 69 288 | 447 638 | 19 717 | 156 975 | (127 542) | (12 120) | 553 955 | 235 588 | 789 543 |
Attributable to the shareholders of the Parent Entity
The Arctic Paper Group is a lEuropean producer in terms of production volume of bulky book paper, offering a broad range of products in the segment and one of the producers of high-quality graphic paper. The Group produces numerous types of uncoated and coated wood-free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and magazine publishing houses and the advertising industry. As at 31 December 2017 the Arctic Paper Group employs about 1,750 people in its Paper Mills, companies involved in sale of paper and in pulp producing companies, procurement office and a company producing food packaging. The Group's Paper Mills are located in Poland and Sweden. Paper production in the Paper Mill located in Germany was discontinued at the end of 2015. Our Pulp Mills are located in Sweden. As at 31 December 2017 the Group had 14 Sales Offices ensuring access to all European markets, including Central and Eastern Europe. Our consolidated sales revenues for 12 months of 2017 amounted to PLN 2,953 million.
Arctic Paper S.A. is a holding company set up in April 2008. As a result of capital restructuring carried out in 2008, the Paper Mills Arctic Paper Kostrzyn (Poland) and Arctic Paper Munkedals (Sweden), Distribution Companies and Sales Offices have become the properties of Arctic Paper S.A. Previously they were owned by Arctic Paper AB (later Trebruk AB), the indirect parent company of Arctic Paper S.A. In addition, in its expansion, the Group
acquired the Paper Mill Arctic Paper Mochenwangen (Germany) in November 2008 and the Paper Mill Grycksbo (Sweden) in March 2010. In December 2012, the Group acquired a controlling package of shares in Rottneros AB, a company listed on NASDAQ in Stockholm, Sweden, holding interests in two pulp companies (Sweden).
In 2015 the Management Board of Arctic Paper announced that it had started an active search for an investor for Arctic Paper Mochenwangen and in parallel assessed the possibility of measures to further reduce the losses generated by the Paper Mill, relating to the discontinuation of production. Due to the above, the business of the Mochenwangen Group was treated in this report as discontinued activity.
The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Poznań – Nowe Miasto i Wilda, 8th Commercial Division of the National Court Register, under KRS number 0000306944.
The Parent Entity holds statistical number REGON 080262255.
The Company has a Branch office, which is located in Sweden, Gothenburg
The main area of the Arctic Paper Group's business activities is paper production. The additional business activities of the Group, subordinated to paper production are:
1.2. Shareholding structure
Electricity distribution,
| as at 31.12.2017 | as at 31.12.2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Share in the share | Share in the total | Share in the share | Share in the total | |||||
| capital | number of votes | capital | number of votes | |||||
| Shareholder | Number of shares | [%] | Number of votes | [%] Number of shares | [%] | Number of votes | [%] | |
| Thom a s O nsta d | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% |
| - indirectly via | 40 981 449 | 59,15% | 40 981 449 | 59,15% | 41 131 449 | 59,36% | 41 131 449 | 59,36% |
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58,28% | 40 231 449 | 58,06% | 40 231 449 | 58,06% |
| other entity | 600 000 | 0,87% | 600 000 | 0,87% | 900 000 | 1,30% | 900 000 | 1,30% |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% | 6 073 658 | 8,77% | 6 073 658 | 8,77% |
| O ther | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| Treasury shares | - | 0,00% | - | 0,00% | - | 0,00% | - | 0,00% |
| Tota l | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% |
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the majority shareholder of Arctic Paper S.A., holding (as at 31 December 2017) 40,381,449 share s of the Group's Company, which constitutes 58.28% of its share capital and corresponds to 58.28% of the total number of votes at General Meetings. Thus Nemus Holding AB is the parent entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares representing 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Company. Mr Thomas Onstad's tota l direct and indirect holding in the capital of Arctic Paper S.A. as at 31 December 2017 was 68.13% (31 December 2016: 68.13%) and has not changed until the date hereof.
The Group is composed of Arctic Paper S.A. and the following subsidiaries:
| Group's interest in the equity of the | |||||
|---|---|---|---|---|---|
| Unit | Registered office | Group profile | subsidiary entities as at | ||
| 09 | 31 | 31 | |||
| April | December | December | |||
| 2018 | 2017 | 2016 | |||
| Arctic Paper Kostrzyn S.A. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Paper production | 100% | 100% | 100% |
| Arctic Paper Munkedals AB | Sweden, SE 455 81 Munkedal | Paper production | 100% | 100% | 100% |
| Arctic Paper Mochenwangen GmbH | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Paper production | 99,74% | 99,74% | 99,74% |
| Arctic Paper Grycksbo AB | Sweden, Box 1, SE 790 20 Grycksbo | Paper production | 100% | 100% | 100% |
| Arctic Paper UK Limited | Great Britain, Quadrant House, 47 Croydon Road, Caterham, Surrey |
Trading company | 100% | 100% | 100% |
| Arctic Paper Baltic States SIA | Latvia, K. Vardemara iela 33-20, Riga LV-1010 |
Trading company | 100% | 100% | 100% |
| Arctic Paper Deutschland GmbH | Germany, Am Sandtorkai 72, 20457 Hamburg |
Trading company | 100% | 100% | 100% |
| Arctic Paper Benelux S.A. | Belgium,Ophemstraat 24 B-3050 Oud-Haverlee |
Trading company | 100% | 100% | 100% |
| Arctic Paper Schweiz AG | Switzerland, Technoparkstrasse 1, 8005 Zurich |
Trading company | 100% | 100% | 100% |
| Unit | Registered office | Group profile | Group's interest in the equity of the subsidiary entities as at |
||
|---|---|---|---|---|---|
| 09 April 2018 |
31 December 2017 |
31 December 2016 |
|||
| Arctic Paper Italia srl | Italy, Via Cavriana 7, 20 134 Milano | Trading company | 100% | 100% | 100% |
| Arctic Paper Danmark A/S | Denmark, Korskildelund 6 DK-2670 Greve |
Trading company | 100% | 100% | 100% |
| Arctic Paper France SAS | France, 43 rue de la Breche aux Loups, 75012 Paris |
Trading company | 100% | 100% | 100% |
| Arctic Paper Espana SL | Spain, Avenida Diagonal 472-474, 9-1 Barcelona |
Trading company | 100% | 100% | 100% |
| Arctic Paper Papierhandels GmbH | Austria, Hainborgerstrasse 34A, A-1030 Wien |
Trading company | 100% | 100% | 100% |
| Arctic Paper Polska Sp. z o.o. | Poland, Okrężna 9, 02-916 Warsaw | Trading company | 100% | 100% | 100% |
| Arctic Paper Norge AS | Norway, Eikenga 11-15, NO-0579 Oslo |
Trading company | 100% | 100% | 100% |
| Arctic Paper Sverige AB | Sweden, SE 455 81 Munkedal | Trading company | 100% | 100% | 100% |
| Arctic Paper East Sp. z o.o. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Trading company | 100% | 100% | 100% |
| Arctic Paper Investment GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% |
| Arctic Paper Finance AB | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% |
| Arctic Paper Finance AB (previous Arctic Energy Sverige AB) | Germany, Fabrikstrasse 62, DE-882 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% |
| Arctic Paper Immobilienverwaltung GmbH&Co. KG* |
Germany, Fabrikstrasse 62, DE-882 84 Wolpertswende |
Activities of holding companies |
94,90% | 94,90% | 94,90% |
| Arctic Paper Investment AB ** | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% |
| EC Kostrzyn Sp. z o.o. | Poland, ul. Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Rental of properties and machines and equipment |
100% | 100% | 100% |
| Arctic Paper Munkedals Kraft AB | Sweden, 455 81 Munkedal | Production of hydropower | 100% | 100% | 100% |
| Rottneros AB | Sweden, Sunne | Activities of holding companies |
51,27% | 51,27% | 51,27% |
| Rottneros Bruk AB | Sweden, Sunne | Pulp production | 51,27% | 51,27% | 51,27% |
| Utansjo Bruk AB | Sweden, Harnösand | Non-active company | 51,27% | 51,27% | 51,27% |
| Vallviks Bruk AB | Sweden, Söderhamn | Pulp production | 51,27% | 51,27% | 51,27% |
| Rottneros Packaging AB | Sweden, Stockholm | Production of food packaging |
51,27% | 51,27% | 51,27% |
| SIA Rottneros Baltic | Latvia, Ventspils | Procurement bureau | 51,27% | 51,27% | 51,27% |
* - companies established for the purpose of the acquisition of Arctic Paper Mochenwangen GmbH
** - company established to acquire Grycksbo Paper Holding AB (closed in 2015) and indirectly Arctic Paper Grycksbo AB
As at 31 December 2017 and as well as on the day hereof, the percentage of voting rights held by the Group in its subsidiaries corresponded to the percentage held in the share capital of those entities. All subsidiaries within the Group are consolidated under the full method from the day of obtaining control by the Group and cease to be consolidated from the day the control has been transferred out of the Group.
As at 31 December 2017, the Parent Entity's Management Board was composed of:
At its meeting on 19 April 2017, the Supervisory Board did not extend the term of office expiring on 29 May 2017, for the following members of the Management Board: Mr Wolfgang Lübbert, Mr Jacek Łoś and Mr Michał Sawka. At its meeting on 30 August 2017, the Supervisory Board dismissed Ms Małgorzata Majewska -Śliwa from the position of a Member of the Management Board effective on 1 September 2017 and appointed Mr Göran Eklund to that position.
Since 31 December 2017 until the publication of these annual consolidated financial statements there were no changes to the composition of the Management Board of the Parent Entity.
As at 31 December 2017, the Parent Entity's Supervisory Board was composed of:
Until the date hereof, there were no changes to the composition of the Supervisory Board of the Parent Company.
As at 31 December 2017, the Parent Entity's Audit Committee was composed of:
Until the date hereof, there were no further changes in the composition of the Audit Committee of the Parent Entity.
These financial statements were approved for publication by the Management Board on 9 April 2018.
In the process of applying accounting policies to the areas presented below, professional judgement of the management has the most significant effect, apart from accounting estimates.
Liabilities under operational and financial leases – the Group as the lessee
The Group has lease contracts that according to a judgement of the Management Board meet the criteria of operational leases and contracts that meet the criteria of financial leases. The Group classifies leases as operational or financial on the basis of a judgement to what extent the risks and benefits due to the holding of the leased asset are attributable to the lessor and to the lessee. The judgement relies on the economic content of each transaction.
Liabilities under operational and financial leases – the Group as the lessee
The Group has lease contracts that according to a judgement of the Management Board meet the criteria of operational leases and contracts that meet the criteria of financial leases. The Group classifies leases as operational or financial on the basis of a judgement to what extent the risks and benefits due to the holding of the leased asset are attributable to the lessor and to the lessee. The judgement relies on the economic content of each transaction.
Identification of control over the acquired entities and joint ventures
If interests in other entities are acquired, the Management Board of the Parent Entity makes a professional judgement with respect to the assessment whether the Group exercises control or joint control over them and with respect to the recognition method of the transaction in the consolidated financial statements pursuant to the guidelines set forth in IFRS 10, IFRS 3 and IFRS 11.
The Group enters into "take or pay" transactions concerning gas supplies to Arctic Paper Kostrzyn S.A. for its internal use. With reference to such transactions, the Group as at each balance sheet date checks if the minimum limit that was granted with regard to gas reception has been used and if as at balance sheet date the Group is not obliged to establish a provision on settlement with regard to not consumed quantities.
The Group identifies the following operational segments: Uncoated, Coated, Pulp and Other. The Management Board of the Parent Entity makes a professional judgement with respect to the identification of these segments on the basis of guidelines set forth in IFRS 8. A detailed method of the segment identification and basic financial data are presented in note 10 to these consolidated financial statements.
The financial data of entities belonging to the group is the basis for the consolidated financial statements and is determined in functional currencies of these entities and then translated into the presentation currency, i.e. PLN, in compliance with rules described in note 6.2 to these consolidated financial statements. The Management Board of the Parent Entity makes a professional judgement with respect to the determination of functional currencies for a given entity on the basis of guidelines set forth in IAS 21.
On 28 July 2015 the Management Board of Arctic Paper S.A. published the Group's profitability improvement programme aimed at reducing the operational expenses. At the same time, the Management Board of Arctic Paper announced that it had started an active search for an investor for the Arctic Paper Mochenwangen facility and in parallel analysed the possibility to take measures for further reduction of losses generated by the Paper Mill,
including those relating to the discontinuation of operations. Due to the material significance of the part of the business pursued by AP Mochenwangen and the companies set up to acquire the Paper Mill and due to their operational and geographic separation, the Management Board treated the operations of the Mochenwangen Group as discontinued operations as at 31 December 2015. In view of a continued search for an investor for the factory of Arctic Paper Mochenwangen or its individual assets, the Management Board decided to treat the operations of the Mochenwangen Group as discontinued activities as at 31 December 2016.
The basic assumptions for the future and other key sources of uncertainties as at the balance sheet date that affect the risk of major adjustments in the book value of assets and liabilities in the next financial year are presented below.
Impairment of tangible and intangible fixed assets in Arctic Paper Mochenwangen and in Arctic Paper Grycksbo
As at 31 December 2012 an impairment test was conducted for the production facility of Arctic Paper Mochenwangen with reference to tangible fixed assets and intangible assets. As a result of the test, a further impairment charge was recognised up to the net value of fixed assets and intangible assets as at 31 December 2012. The resulting value of these assets amounter to 0 PLN. The investment outlays incurred in 2013-2016 were fully depreciated when incurred. In 2017 there were no investments of APMW.
Since 31 December 2015 the activities of the Arctic Paper Mochenwangen Group has been presented as discontinued activities.
As at 30 June 2013 and 31 December 2013 impairment tests were conducted for the production facility of Arctic Paper Grycksbo with reference to tangible fixed assets and intangible assets. As a result of the tests, an impairment charge on the net value of fixed assets and intangible assets was recognised as at 30 June 2013 and 31 December 2013 respectively.
As at 31 December 2015 and 31 December 2016, following the annual assessment of impairment indications of tangible fixed assets and intangible assets, the Management Board identified the need to perform impairment tests of non-financial fixed assets as at those dates. The results of the tests did not show any further
As at 31 December 2017, the Management Board also decided to treat the operations of the Mochenwangen Group as discontinued activities, with the exception of provisions for retirement benefits as liability that will not be sold with other assets of the Group.
The environmental test results, inter alia, determining the degree of contamination of the land have a significant impact on the value of the main asset of the Mochenwangen Group, i.e. land. As at the balance sheet date the Group is conducting tests in this area.
More information on the discontinued activity is provided in note 14 to these consolidated financial statements.
impairment losses of these assets. The results of the tests are presented in note 25.
As at 31 December 2017 an impairment test of Arctic Paper Grycksbo Ab was performed regarding tangible fixed assets and intangible assets. As a result, an impairment charge on net tangible fixed assets and intangible assets was recognized respectively as at 31 December 2017.
The costs of retirement post-employment benefits is determined with actuarial techniques. The estimates were presented in note 26. Actuarial measurements require certain assumptions as to the applicable discount rates, anticipated salary increases, mortality ratio and projected growth of retirement benefits. Due to the long-term nature of the programmes, the estimates are subject to certain uncertainties.
The Group recognises a deferred income tax asset assuming that taxable profit will be generated in the future to utilise the asset. Material deterioration of the generated taxable profit in the future could render this assumption unjustified. The calculation of the deferred income tax asset is presented in note 13.3.
Fair value of financial instruments for which there is no active market is measured using the appropriate valuation techniques. The Group uses professional judgement to select adequate methods and to make assumptions. The fair value of financial instruments is presented in note 40.
Depreciation/amortisation rates are determined on the basis of the anticipated economic useful lives of tangible fixed assets and intangible assets. Every year, the Group reviews the approved economic useful lives on the basis of current estimates. The approved economic useful lives for each tangible fixed asset are presented in note 9.5 and for intangible assets in note 9.7.
Regulations related to VAT, corporate income tax and charges related to social insurance are subject to frequent modifications. Those frequent modifications result in unavailability of appropriate points of reference, inconsistent interpretations and few precedents that could apply. Additionally, the applicable regulations contain also certain ambiguities that result in differences of opinion as to legal interpretations of tax regulations – among public authorities and between public authorities and enterprises. Tax settlements and other areas of operations (for instance customs or foreign exchange issues) may be inspected by the authorities that are entitled to impose high penalties and fines as well additional tax liabilities resulting from inspections that have to be paid along with high interest. As a result, tax risk in Poland is higher than in countries with more mature tax systems.
Therefore, the amounts presented and disclosed in the financial statements may change in the future as a result of final decisions by tax inspection authorities.
On 15 July 2016 the Tax Code was amended to incorporate the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is to prevent the development and use of artificial legal structures to avoid tax payments in Poland. GAAR defines tax avoidance as an activity pursued primarily to accomplish tax benefits that under the circumstances would be contradictory to the subject and purpose of the tax regulations. In accordance with GAAR, such activity would not generate tax benefits if the mode of operation was artificial. Any occurrence of (i) unjustified split to operations, (ii) involvement of intermediaries
despite no economic justification, (iii) mutually exclusive of compensating elements, and (iv) other similar activities, may be treated as a premise to the existence of artificial activities subject to GAAR. The new regulations will require more accurate judgements in the assessment of tax effects of each transaction.
GAAR is to be applied to transactions executed after its effective date and to transactions that were executed before the effective date of GAAR but with respect to which benefits were obtained or continue to be obtained after its effective date. The transposition of the above regulations would support Polish fiscal inspection authorities in questioning arrangements and agreements made by taxpayers such as group restructuring or reorganisation.
The Group recognises and measures current and deferred income tax assets or liabilities applying the requirements of IAS 12 Income Taxes, on the basis of profit (tax loss), taxation base, carried forward tax losses, unutilised tax credits and applicable tax rates, and further subject to uncertainties related to tax settlements. When an uncertainty exists if and to what extent the tax authority accepts tax settlements to specific transactions, the Group recognises those settlements subject to uncertainty assessment.
The impairment charge to receivables is recognized when the probablity of collection of that receivable is no longer probable. The value of the charge is a amount of the difference between book value of the recivable and estimated probable amount reveivedfrom the payment. Impairment charge to inventory is recognized when the book value of the assortment is lower than its net sales price. Net sales price is estimated as the sales price of the certain assortment possible to obtain less sales costs.
These Consolidated Financial Statements have been made in accordance with the historical cost convention, with the exception of investment properties and derivative financial instruments that are measured at fair value. Financial instruments measured at fair value through financial result include FX forward contracts, contracts for the purchase of
electricity, contracts for the sale of pulp, floor options and interest rate SWAPs when they are not subject to hedge accounting (note 40).
These consolidated financial statements are presented in the Polish Zloty ("PLN"), and all values, unless indicated otherwise, are stated in PLN '000.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), endorsed by the European Union ("EU IFRS"). As at the balance sheet date, in light of the current process of IFRS endorsement in the European Union and the nature of the Group's activities, there is no difference between the IFRS that have become effective and the IFRS endorsed by the European Union.
IFRS comprise standards and interpretations accepted by the International Accounting Standards Board (IASB). Certain subsidiaries of the Group maintain their books of account in compliance with the accounting policies
These consolidated financial statements have been prepared based on the assumption that the Group will continue as a going concern in the foreseeable future.
(principles) as set forth in the Accounting Act of 29 September 1994 ("Act") as amended, and the regulations issued pursuant thereto ("Polish accounting standards") or in compliance with other local accounting standards applicable to foreign operations. The consolidated financial statements contain adjustments that are not incorporated in the books of account of the Group entities, implemented to make the financial data of those entities compliant with EU IFRS.
The Group's consolidated financial statements are presented in PLN which is also the functional currency of the Parent Entity. A functional currency is determined for each subsidiary and the assets and liabilities of each entity are measured in its relevant functional currency. The functional currencies of the Group companies included in
these consolidated financial statements are as follows: Polish zloty (PLN), Swedish krona (SEK), euro (EUR), Norwegian krone (NOK), Danish krone (DKK), pound sterling (GBP) and Swiss franc (CHF).
The accounting principles (policies) adopted in the preparation of these consolidated financial statements are consistent with those applied in the preparation of the Group's consolidated financial statements for the year ended on 31 December 2016, except for the following changes to standards and new interpretations binding for annual periods beginning on or after 1 January 2017:
– Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses
– Amendments to IAS 7 Disclosure Initiative
The changes clarify issues related to deductible temporary differences associated with debt instruments measured at fair value, estimation of probable future taxable profits and assessment of whether taxable profits will be available against which the deductible temporary differences can be utilised. The changes are applied retrospectively.
The changes require the entity to disclose information that enable users of financial statements to evaluate changes in liabilities arising from financing activities. Entities need not provide comparative information when they first apply the amendments.
– Amendments to IFRS 12 Disclosure of Interests in Other Entities which are part of Annual Improvements to IFRS Standards 2014-2016 Cycle
The changes clarify that the requirements in the standard apply also to an entity's interests in subsidiaries, joint arrangements (i.e. joint operations or joint ventures), associates and unconsolidated structured entities that are classified (or included in a disposal group that is classified) as held for sale or discontinued operations in accordance with IFRS 5 Noncurrent Assets Held for Sale and Discontinued Operation.
The Group has not earlier adopted any other standards, interpretations or amendments that were issued but are not yet effective.
Additionally, the presentation was changed to the internal selling expenses and selling expenses and overheads in the consolidated profit and loss account for the year ended on 31 December 2017 by increasing the selling expenses by PLN 102,998 thousand and increasing the overheads by PLN 20,566 thousand and decreasing the internal selling expenses by PLN 123,564 thousand. Change of comparable
As a result of adjustment of the economic useful life for tangible fixed assets and intangible assets, the Group decided to adjust economic useful life periods for tangible fixed assets and intangible assets for the Rottneros Group to those applied by the Rottneros Group in a retrospective approach (earlier economic useful life periods were based on estimates by experts who appraised the assets as of the day control was assumed over Rottneros AB. Tthe verification was incorrect in previous years. The erros appeared in 2014 at the first verification of rates.
As a result, there was a change of the value of the tangible fixed assets and intangible assets and the deferred tax for comparative data as at 31 December 2016 in relation to the consolidated financial statements for the year ended on 31 December 2016 and as at 1 January 2016.
As at 31 December 2016 the value of tangible fixed assets grew by PLN 59,796 thousand while the deferred income tax decreased by PLN 13,155 thousand and the equity increased by PLN 46,641 thousand with the nondata was resulting from the separation of sales costs and administrative expenses in some subsidiaries. Due to the different structure of costs from the one that is applied in the consolidated income statement, sales costs and administrative expenses were not separated in these companies in previous years.
controlling shareholders increased by PLN 22,714 thousand and the FX differences from translation decreased by PLN 81 thousand with the accumulated loss reduced by PLN 24,008 thousand. The change of economic useful life for tangible assets of the Rottneros Group resulted in a change of net profit for the year ended on 31 December 2016 by PLN 15,524 thousand as a result of a reduction to internal costs of sales by PLN 19,902 thousand and an increase of income tax by PLN 4,378 thousand.
As at 01 January 2016 the value of tangible fixed assets grew by PLN 40,097 thousand while the deferred income tax decreased by PLN 8,821 thousand and the equity increased by PLN 31,276 thousand with the noncontrolling shareholders increased by PLN 15,231 thousand with the accumulated loss reduced by PLN 16,045 thousand.
Basic and diluted profit per share attributable to the shareholders of the parent entity for the year ended on 31 December 2016 grew from PLN 0.58 to PLN 0.69.
The following standards and interpretations were issued by the International Accounting Standards Board (IASB) or the International Financial Reporting Interpretations Committee (IFRIC) but are not yet effective:
– IFRS 15 Revenue from Contracts with Customers (issued on 28 May 2014), including amendments to IFRS 15
Effective date of IFRS 15 (issued on 11 September 2015) effective for financial years beginning on or after 1 January 2018,
– Clarification to IFRS 15 Revenue from Contracts with Customers (issued on 12 April 2016) – effective for financial years beginning on or after 1 January 2018,
The Management Board made an analysis of the agreements and because of their nature and lack of nonstandard provisions in the agreements, the amendments to IFRS 15 will not have a significant impact on the results of the Group (detalis have beed described in note 8.1. of the consloidated financial statement).
International Financial Reporting Standard 15 Revenue from Contracts with Customers ("IFRS 15") was issued in May 2014, and then amended in April 2016, and establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The Group can choose either a full retrospective application or a modified retrospective, and interim provisions stipulate some practical solutions. The group plans to adopt the new standard on the required effective date using the full retrospective method.
The Group's main activites are in the fields of selling paper and pulp. Detailed analysis of the impact was completed in 2017.
In preparing to adopt IFRS 15, the group is considering the following:
The group is in the business of manufacturing and selling paper and pulp products, as consequence, for contracts with customers in which the sale of product is generally expected to be the only performance obligation, adoption of IFRS 15 is not expected to have any impact on the group's revenue and profit or loss. The group expects the
2016) – effective for financial years beginning on or after 1 January 2018,
The effective dates are dates provided by the International Accounting Standards Board. Effective dates in the European Union may differ from the effective dates provided in standards and are published when the standards are endorsed by the European Union.
revenue recognition to occur at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods.
Some contracts with customers provide a volume rebates. Currently, the group recognizes revenue from the sale of goods measured at the fair value of the consideration received or receivable, net of trade discounts and volume rebates. If revenue cannot be reliably measured, the group defers revenue recognition until the uncertainty is resolved. Such provisions give rise to variable consideration under IFRS 15, and will be required to be estimated at contact inception and updated thereafter. IFRS 15 requires the estimated variable consideration to be constrained to prevent over-recognition of revenue. The group expects the application of the constraint will not result in adjustments in revenue, since the amount of estimated rebate is already estimated at contract inception (the amount of estimated rappel is recorded in the period when sales occur).
The presentation and disclosure requirements in IFRS 15 are more detailed then under current IFRS. The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosure required in the group's financial statements. Many of the disclosure requirements in IFRS 15 are new and the group has assessed that the impact of some of these disclosure requirements will be significant. In particular, the group expects that the notes to the
In July 2014, the International Accounting Standards Board published International Financial Reporting Standard 9 Financial Instruments ("IFRS 9"). IFRS 9 covers three aspects related to financial instruments: classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with the possibility of earlier application.
The Group plans to apply IFRS 9 from the date of entry into force of the standard, without transforming the comparative data.
In 2017, the Group carried out an assessment of the impact of the IFRS 9 introduction on the accounting principles (policy) applied by the Group with respect to the Group 's operations or its financial results. This assessment is based on currently available information and may be subject to amendments resulting from the acquisition of reasonable and documentable additional information during the period in which the Group applies IFRS 9 for the first time.
The Group does not expect a material impact of the IFRS 9 introduction on the statement of financial position and on equity. As a result of the application of IFRS 9, the classification of some financial instruments will change.
The Group does not expect a material impact on the statement of financial position and on equity in connection with the application of IFRS 9 in the area of classification
In January 2016, the International Accounting Standards Board issued International Financial Reporting Standard 16 Leases ("IFRS 16"), which replaced IAS 17 Leases, IFRIC 4
financial statements will be expanded because of the disclosure of significant judgements made: essentially when determining the transaction price of those contracts that include variable consideration. It will also disclose information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment. In 2017 the group continued testing of appropriate system, internal controls, policies and procedures necessary to collect and disclose the required information.
and measurement. It is expected that all financial assets measured so-far at fair value will continue to be measured at fair value.
Trade receivables are held with the intention to obtain cash flows resulting from the agreement, and the Group does not sell trade receivables as part of factoring – they will continue to be measured at amortized cost through financial result. The Group uses a practical exemption, and for trade receivables less than 12 months does not identify significant elements of financing.
In accordance with IFRS 9, the entity measures write-downs for expected credit losses in the amount equal to the 12 month expected credit losses or expected credit losses in the life of the financial instrument. In the case of trade receivables, the Group will apply a simplified approach and will measure a write-down for expected credit losses at the amount equal to the expected credit losses over the whole life.
The Group estimates that due to the nature of trade receivables, the method of calculating the impairment write-downs will not change significantly.
Because IFRS 9 does not change the general principles of the Group 's hedge accounting, the application of IFRS 9 will not have a material impact on the Group 's financial statements.
Determining whether an Arrangement Contains a Lease, SIC 15 Operating Leases – Incentives and SIC 27 Evaluating the Substance of Transactions Involving the
liability.
Legal Form of a Lease. IFRS 16 sets out the accounting principles for leases in terms of measurement, presentation and disclosure.
IFRS 16 introduces a uniform model of the lessee accounting and requires the lessee to recognize assets and liabilities resulting from each lease with a period exceeding 12 months, unless the underlying asset is of low value. On the lease commencement date, the lessee recognizes an asset with respect to the right to use the underlying asset and a lease liability that reflects the lessee's obligation to make lease payments. The lessee separately recognizes depreciation of an asset with respect to the right of use and interest on the lease
The lessee updates the measurement of the lease liability after the occurrence of certain events (e.g. changes in the lease period, changes in future lease payments resulting from a change in the index or the rate used to determine such payments). As a rule, the lessee recognizes the revaluation of the lease liability as an adjustment to the value of the asset with respect to the right of use.
The Group is a lessee mainly in the case of rental agreements for: office space, cars and machinery, and equipment, which is described in detail in Note 19.
The lessor accounting under IFRS 16 remains substantially unchanged from to the current accounting under IAS 17. The lessor will continue to include all lease agreements using the same classification principles as in the case of IAS 17, distinguishing between operating leases and financial leasing.
IFRS 16 requires broader disclosures from both the lessee and the lessor than in the case of IAS 17. The lessee has the right to choose a full or modified retrospective approach, and the transitional provisions provide for some practical solutions.
IFRS 16 is effective for annual periods beginning on and after 1 January 2019. Earlier application is permitted for entities which apply IFRS 15 from or before the date of the first application of IFRS 16. The Group did not decide on early adoption of IFRS 16.
As at the date of approval of these consolidated financial statements for publication, the Management Board is in the process of assessing the impact of the IFRS 16 introduction on the accounting principles (policy) applied by the Group with respect to the Group's operations or its financial results.
As at the date of approval of these consolidated financial statements for publication, the Managem ent Board has not yet completed work on assessing the impact of the introduction of other standards and interpretations on the accounting principles (policy) applied by the Group with respect to the Group's operations or its financial results.
These consolidated financial statements cover financial statements of Arctic Paper S.A. and its subsidiaries for the year ended on 31 December. The financial statements of subsidiary entities, subject to adjustments to achieve compliance with EU IFRS, are made for the same reporting period as the financial statements of the patent entity relying on consistent accounting principles, applied to similar transactions and economic events. In order to eliminate any discrepancies in the applied accounting standards, adjustments are made. All material balances and transactions among Group entities, including
unrealised profit on transactions within the Group, have been fully eliminated. Unrealised losses are eliminated unless they evidence impairment.
The subsidiaries are consolidated from the day of obtaining control by the Group and cease to be consolidated from the day the control discontinues. Control is exercised by the Parent Entity when:
it is able to exercise its power to affect the level of generated return.
The Company verifies its effective control over other entities if a situation occurs that may indicate a change to one or more of the above requirements for control to be effective.
When the Company holds less than a majority of votes in an entity but the held voting rights are sufficient to unilaterally direct the essential matters of the entity, this means that control is exercised. When assessing if the voting rights in an entity are sufficient to ensure power, the Company analyses all material circumstances, such as:
Joint ventures are contractual arrangements pursuant to which two or more parties take up economic operations that is subject to joint control.
The Group's investments in joint ventures are recognised in the consolidated financial statements with the equity method. In accordance with the equity method, investments in joint ventures are initially recognised at cost and afterwards adjusted to reflect the Group's share in the financial result and other comprehensive income of the joint venture. If the Group's share in losses of a joint venture exceeds the value of its interest in the entity, the Group discontinues to disclose its share in further losses. Additional losses are recognised solely to the extent corresponding to legal or customary obligations assumed by the Group or payments made on behalf of the joint venture.
Investments in joint ventures are disclosed with the equity method since the day the entity has obtained the status of a joint venture. On the day the investment is made in a joint venture, the amount by which the investment costs exceed the Group's interest in the net fair value of identifiable assets and liabilities of the entity, is recognised as goodwill and included in the book value of the investment. The amount by which the Group's interest in the net fair value of identifiable assets and liabilities exceeds the costs of the investment, is recognised directly in profit and loss of the period in which the investment was made.
When assessing the need to recognise a loss of the Group's investment in a joint venture, the requirements of additional circumstances that may prove if the Company is or is not able to direct material operations when decisions are taken, including voting schemes observed at earlier general meetings.
Change to the holdings by the parent entity that do not result in loss of control over subsidiary entities, are recognised as capital transactions. In such instances, in order to reflect the changes in relative interests in subsidiary entities, the Group adjusts the book value of controlling interests and non-controlling interests. All differences between the adjustment amounts to noncontrolling interests and the fair value of the amount paid or received, are recognised to equity and attributed to the owners of the parent entity.
IAS 39 are applied. If necessary, the entire book value of the investment is tested for impairment in compliance with IAS 36 Impairment of Assets as a single asset and its realisable value is compared to the book value. Such recognised impaired value constitutes a part of the book value of the investment. Such impairment is reversed in compliance with IAS 36 to the extent corresponding to a subsequent increase in the realisable value of the investment.
The Group discontinues to apply the equity method on the day the investment stops being a joint venture and when it is reclassified to assets available for sale. The difference between the book value of a joint venture as at the day the equity method is no longer applied and the fair value of retained interests and proceeds from the sale of certain interests in the entity, is taken into account when calculating the profit or loss on disposal of such joint venture.
If the Group decreases its interests in a joint venture and continues to account for it with the equity method, in its financial result it recognises the part of profit or loss previously recognised in other total comprehensive income corresponding to the reduced interest if such profit or loss is subject to re-classification to financial result at disposal of the related assets or liabilities.
Gains/losses on measurement of interests in joint ventures are recognised as other financial income/expenses.
The Group measures financial instruments such as derivative instruments and non-financial assets such as investment properties at fair value as at each balance sheet date. Additionally, the fair value of financial instruments measured at amortised cost is disclosed in note 40.1.
The fair value is understood as the price that could be received for the sale of an asset or paid as a result of transfer of a liability subject to ordinary sale of such asset between market players as at the measurement date at the prevailing market conditions. Fair value measurement is based on an assumption that the sale transaction of an asset or transfer of a liability is executed either:
Both the main and most advantageous market must be accessible to the Group.
The fair value of an asset or liability is measured subject to an assumption that market players act in their best economic interests when setting the price of such asset or liability.
The measurement of the fair value of a non-financial asset provides for the possibility of a market player to generate economic benefits as a result of most intensive and best use of the asset or sale thereof to another market player that would ensure the most intensive and best use of such asset.
The Group applies measurement techniques that are adequate to the circumstances at hand and when adequate data is available to measure the fair value with maximum use of adequate observable input data and minimum use of non-observable input data.
All assets and liabilities that are measured at fair value or their fair value is disclosed in the financial statements, are classified in the hierarchy of fair value in the way described below to the lowest level of input data which is material for the measurement at fair value treated as a whole:
As at each balance sheet date, for assets and liabilities occurring as at each balance sheet date in the financial statements, the Group assesses if there have been transfers between the hierarchy levels by re-assessment of the classification to each level, following the materiality of the input data from the lowest level which is material for measurement at fair value treated as a whole.
Summary of material accounting principles relating to measurement at fair value.
The management boards of subsidiary companies or the Management Board of Arctic Paper S.A. determine the principles and procedures relating both to systematic measurement at fair value, e.g. of investment properties and unlisted financial assets, as well as one-off measurements.
Independent appraisers are retained to measure material assets such as properties as at the end of each financial year.
Measurement at fair value of financial instruments is performed by independent financial institutions specialised in the measurement of such instruments. For the disclosure of results of such measurement at fair value, the Group has defined classes of assets and liabilities on the basis of the type, features and risks related to individual assets and liabilities and the level in the hierarchy of fair value, as described above.
Transactions denominated in currencies other than the functional currency of the entity are translated into the presentation currency at the foreign exchange rate prevailing on the transaction date.
On the balance sheet date, monetary assets and liabilities expressed in currencies other than the functional currency of the entity are translated into the functional currency using the mean foreign exchange rate prevailing for the presentation currency as at the end of the reporting period. Foreign exchange differences from translation are recognised under financial income or financial expenses or are capitalised as cost of assets, as defined in the accounting policies. Non-monetary foreign currency assets and liabilities recognised at historical cost are translated at the historical foreign exchange rates prevailing on the transaction date. Non-monetary assets and liabilities denominated in a currency other than the functional currency, recognised at fair value are translated into the functional currency using the rate of exchange prevailing on the date of revaluation to fair value.
The functional currencies of the foreign subsidiaries are EUR, SEK, DKK, NOK, GBP and CHF. As on the balance sheet date, the assets and liabilities of those subsidiaries are translated into the presentation currency of the Group (PLN) at the rate of exchange prevailing on the balance sheet date and their income statements are translated
using the average weighted exchange rates for the relevant reporting period. The FX differences on translation are recognised in other total comprehensive income and cumulated in a separate equity item. On disposal of a foreign operation, the cumulative amount of the deferred exchange differences recognised in equity and relating to that particular foreign operation shall be recognised in the profit and loss account.
Exchange differences on loans treated in compliance with IAS 21 as investments in subsidiaries are recognised in the consolidated financial statements in other comprehensive income.
The following exchange rates were used for book valuation purposes:
| Na dzień | Na dzień | |
|---|---|---|
| 31 grudnia 2017 | 31 grudnia 2016 | |
| USD | 3,4813 | 4,1793 |
| EUR | 4,1709 | 4,4240 |
| SEK | 0,4243 | 0,4619 |
| DKK | 0,5602 | 0,5951 |
| NOK | 0,4239 | 0,4868 |
| GBP | 4,7001 | 5,1445 |
| CHF | 3,5672 | 4,1173 |
Mean foreign exchange rates for the reporting periods are as follows:
| 01/01 - 31/12/2017 | 01/01 - 31/12/2016 | |
|---|---|---|
| USD | 3,7782 | 3,9432 |
| EUR | 4,2583 | 4,3638 |
| SEK | 0,4422 | 0,4612 |
| DKK | 0,5725 | 0,5861 |
| NOK | 0,4570 | 0,4697 |
| GBP | 4,8595 | 5,3417 |
| CHF | 3,8364 | 4,0027 |
Tangible fixed assets are measured at purchase price or construction cost reduced by accumulated depreciation and all impairment charges. The initial value of fixed assets comprises their purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. The cost also comprises the expenses for replacement of fixed asset components when incurred, if the recognition criteria are met. Subsequent
expenditures, such as repair or maintenance costs, are expensed in profit and loss account in the reporting period in which they were incurred.
Upon purchase, fixed assets are divided into components which represent items with a significant value that can be allocated a separate economic useful life. Overhauls also represent asset components.
Property, plant and equipment are depreciated using the straight-line method over their estimated useful lives as follows:
| Type | Period |
|---|---|
| Buildings and structures | 25 - 50 years |
| Plant and machinery | 5 - 20 years |
| Office equipment | 3 - 10 years |
| Motor vehicles | 5 - 10 years |
| Computers | 1 - 10 years |
Residual values, useful lives and depreciation methods of asset components are reviewed annually and, if necessary, adjusted retrospectively i.e. with effect from the beginning of the financial year that has just ended.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its further use. Any profit or loss arising on derecognition of an asset (calculated as the difference between the potential net disposal proceeds and the book value of the asset) is recognised in the profit and loss account for the period in which such derecognition took place.
Assets under construction (construction in progress) include assets in the course of construction or assembly and are recognised at purchase price or cost of construction less any impairment losses. Assets under construction are not depreciated until completed and brought into use.
Fixed assets and groups of fixed assets available for sale are treated as available for sale in a situation when their book value is recovered as a result of a sale transaction rather than as a result of further use thereof. The condition may be satisfied when a sale transaction is highly probable and the asset is available for immediate sale in its existing condition. Classification of an asset as available for sale assumes an intention of the company's management to execute the transaction within one year from such classification. Fixed assets classified as available for sale are measured at the lower of: book value or fair value, reduced by sale costs.
If the Group intends to execute a sale transaction as a result of which it would lose control over its subsidiary entity, all assets and liabilities of such subsidiary are classified as available for sale irrespective of the fact if the Group retains non-controlling interests after such transaction.
The initial recognition of investment properties is at the purchase price, including transactional costs. The book value of an asset covers the replacement cost of the component of the investment property when incurred as long as the recognition criteria are satisfied, and it does not include the current maintenance costs of such properties.
After initial recognition, investment properties are disclosed at fair value. Gains or losses resulting from changes to the fair value are recognised in the profit or If the Group is obliged to execute its sales plan consisting in the sale of an investment in a joint venture or an associated entity or a part of such investment, the investment or the part to be sold is classified as available for sale subject to compliance with the above criteria and the Group discontinues to apply the equity method to account for the part of the investment classified as available for sale. The other part of the investment in a joint venture or an associated entity, not classified as available for sale, continues to be accounted for with the equity method. The Group discontinues to apply the equity method at disposal if the transaction results in loss of a material impact on such associated entity or joint venture.
After the sale transaction, the Group accounts for the retained interests in compliance with IAS 39 unless the retained interests support further classification of the entity as an associated entity or joint venture; in such situation, the Group continues to apply the equity method.
loss in the period they arose, subject to the related impact on deferred income tax.
investment properties are derecognised from the balance sheet when they are sold or when they are permanently abandoned, when no future benefits from sale thereof are anticipated. Any profit or loss arising on derecognition of an investment property from the balance sheet are recognised as profit or loss in the period when such derecognition occurred.
Assets are transferred to investment properties only when a change of their use takes place, confirmed with the end of use of such asset by the owner or conclusion of an operational lease contract. If an asset is used by the owner – the Group, it becomes an investment property when the Group applies the principles described in the section Tangible fixed assets (note 9.5) until the date the use of the property is changed. When an asset is transferred from inventories to investment properties, the difference
Intangible assets acquired separately or constructed (if they meet the recognition criteria for development costs) are measured on initial recognition at cost or construction costs. The cost of intangible assets acquired in a business combination is equal to their fair value as at the date of combination. Following initial recognition, intangible assets are recognised at purchase cost or construction cost reduced by any accumulated amortisation and impairment charges. Expenditures incurred for internally generated intangible assets, excluding capitalised development costs, are not capitalised and are charged to the costs in the period in which they were incurred.
The useful lives of intangible assets are assessed by the Group to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
Research costs are recognised in profit or loss when incurred. Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured. Following the initial recognition of development expenses, the historical cost model is applied, which requires the asset to be recognised at purchase price reduced by any accumulated amortisation and accumulated impairment
between the fair value of the property set as at the transfer date and its previous book value is recognised in profit or loss.
When an investment property is transferred to assets used by the owner or to inventories, the alleged cost of such asset to be applied to recognise it in another category, shall be equal to the fair value of the property determined as at the date its mode of use was changed.
amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with limited useful live is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives and those that
are not in use are tested for impairment annually either individually or at the cash generating unit level. Useful lives are reviewed on an annual basis and, if necessary, are adjusted with effect from the beginning of the financial year that has just ended.
charges. Any expenditure carried forward is amortised over the expected period of generating sales revenues from the related project.The costs of development works are subject to assessment for impairment every year – if an asset has not been yet commissioned, or more frequently – if during the reporting period, an impairment indication occurs that the book value may not be recovered.
A summary of the principles applied to the Group's intangible assets is as follows:
| Relations with customers | Trademarks | Software | ||
|---|---|---|---|---|
| Useful life | 10 years | Unspecified | 2-5 years | |
| Depreciation method | 10 years with the straight-line method Is not depreciated | |||
| Internally generated or acquired | Acquired | Acquired | Acquired | |
| Impairment test | Annual assessment of any impairment indications |
Annual verification and in case of any impairment indications |
Annual assessment of any impairment indications |
After analysing the relevant factors, for trademarks the Group does not define any time limit of their useful life. The intention of the Group is to operate for an indefinite period under the same trademark and it is believed that it will not become impaired. Consequently, and in accordance with IAS 38, the Group does not amortise intangible assets with indefinite useful lives. Useful life of such resources should be reviewed in each reporting
Goodwill resulting from acquisition of an entity is initially recognised at the purchase prices being the amount of surplus:
After initial recognition, the goodwill is recognised at the purchase cost reduced by all accumulated impairment charges. An impairment test is held annually or more often if required. Goodwill is not amortised.
As at the acquisition date, goodwill is allocated to all cash generating centres that may benefit from combination
The Group owns a heat and power plant and as a result holds rights to emissions generated in its operations. The Group discloses its rights to emit greenhouse gases in a net amount. This means that the rights acquired free of charge are recognised in the balance sheet at "zero" while the provision related to the obligation to redeem the relevant number of rights is established when a deficit of such rights arises. When emission rights to greenhouse gases are acquired to cover a future deficit, at acquisition the rights are recognised as intangible assets. The provision for a deficit of emission rights is then measured at the value of the acquired intangible assets. The provision is recognised in the amount relying on the annual limit of emission rights.
The Group enters into forward transactions ("EUA/CER swaps") with external entities in order to swap CO2 emission rights within the European Union Allowance ("EUA") system in the future (before the date on which the period, in order to determine whether events and circumstances continue to confirm the assumption of the indefinite useful life of such asset.
Profit or loss arising from derecognition of an intangible asset are measured as the difference between the net sales proceeds and the book value of the asset and are recognised in the income statement when the asset is derecognised.
synergies. Each centre or group of centres to which goodwill has been attributed:
Impairment charges are determined on the basis of an estimated value of each cash generating centre to which the goodwill was allocated. When the recoverable value of a cash generating centre is lower than its book value, an impairment charge is recognised. When the goodwill constitutes a part of a cash generating centre and a part of the business within the centre is sold, the goodwill related to such sold operations is included in its book value to determine profit or losses on the sale. Under the circumstances, the sold goodwill is determined on the basis of a relative value of the sold operation and the value of the retained part of the cash generating centre.
facilities have to account for its liabilities in the period) for the same number of certified emission reduction ("CER") instruments. If an EUA/CER swap is entered into and maintained in compliance with the anticipated requirement to utilise CERs by the unit (to cover the obligations resulting from CO2 emissions), it is not subject to IAS 39.
If payment is received before the maturity date of an EUA/CER swap, the Group recognises deferred income in the amount since EUAs have not been delivered at the time.
Accounting recognition at maturity of EUA/CER transactions
CER certificates are recognised at fair value. The difference between (i) the cash received and the fair value of received CER certificates and (ii) the historic value of the rights of the provided EURs, is recognised as profit
(loss). Deferred income is disclosed in profit and loss as a part of the profit (loss).
As an entity generating electricity in cogeneration, the Group receives certificates of origin ("yellow certificates"). Revenues from the certificates are recognised as a cost reduction at the time of production and measured at the prevailing market price provided the market for such
Financial lease contracts that transfer the entire risk and benefits from the leased assets to the Group are recognised in the balance sheet at the beginning of the lease at the lower of: fair value of the lease fixed asset or the present value of minimum lease fees. Lease fees are divided into financial costs and decreases of the liability balance against leases so as to obtain a fixed interest rate on the outstanding liability amount. Financial expenses are recognised in profit or loss.
Fixed assets used under financial lease contract are depreciated over the shorter period of: estimated useful life of the asset or lease period.
Lease contracts in compliance with which the lessor maintains substantially all risks and benefits resulting from holding of the leased assets are classified as operational lease contracts. Lease fees under operational leases and
certificates is active. Otherwise, the revenues are recognised at sale of the certificates. Material rights resulting from the measurement are disclosed in intangible assets. The details of the certificates received in the current year are disclosed in note 44.
the subsequent lease instalments are recognised as expenses in P&L with the straight line method over the term of the lease contract.
Lease contracts in compliance with which the Group maintains substantially all risks and benefits resulting from holding the leased assets are classified as operational lease contracts. The initial costs incurred at negotiation of operational lease contracts are added to the book value of the leased asset and recognised throughout the lease contract on the same basis as rental revenues. Conditional lease fees are recognised as revenues in the period they are due and payable
An assessment is made by the Group as at each balance sheet date to determine whether there is any indication that a component of non-financial fixed assets may be impaired. If such indications exist, or in case an annual impairment test is required, the Group makes an estimate of the recoverable value of the asset or the cash generating unit that the asset is a part of.
The recoverable amount of an asset or a cash-generating unit is the fair value of such asset or cash-generating unit reduced by costs to sell or its value in use, whichever is higher. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the book value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. Impairment charges of continuing operations are recognised in the expense categories consistent with the function of the impaired asset.
An assessment is made by the Group as at each balance sheet date as to whether there is any indication that previously recognised impairment charges may no longer be required or may be reduced. If such indications exist, the Group makes an estimate of the recoverable amount of the asset. A previously recognised impairment charge is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment charge was recognised. If that is the case, the book value of the asset is increased to its recoverable amount. That increased amount cannot exceed the book value that would have been determined (net of depreciation or amortisation), had no impairment loss been recognised for the asset in prior years. Reversal of impairment charge to assets is recognised immediately as income. After a reversal of an impairment loss is recognised, the depreciation (amortisation) charge for the
asset is adjusted in future periods to allocate the asset's book value, reduced by its residual value (if any), on a systematic basis over its remaining useful life.
External borrowing costs are capitalised as part of the construction costs of fixed assets, investment properties, intangible assets and finished products. External borrowing costs include interest calculated using the effective interest rate method, finance charges in respect of finance
Financial assets are classified into one of the following categories:
Financial assets held until maturity are non-derivative financial assets quoted in active markets with fixed or determinable payments and fixed maturities which the Group has the positive intention and ability to hold until maturity, other than:
Financial assets held until maturity are measured at amortised cost using the effective interest rate. Financial assets held until maturity are classified as long-term assets if they are falling due within more than 12 months of the balance sheet date.
A financial asset measured at fair value through financial result is a financial asset that meets one of the following conditions:
leases and foreign exchange differences incurred in connection with the external financing to the extent that they are regarded as an adjustment to interest expense.
Financial assets measured at fair value through financial result are measured at fair value, which takes into account their market value as at the balance sheet date net of sales transaction expenses. Any change to the value of such financial instruments is recognised in profit and loss account as financial income (favourable net changes to fair value) or financial expense (unfavourable net changes to fair value). If a contract contains one or more embedded derivative instruments, the entire contract may be classified as a financial asset measured at fair value through financial result. The above does not apply if the embedded derivative instrument does not materially affect the contractual cash flows or separation of such embedded derivative instruments is explicitly forbidden.
Financial assets may be designated at initial recognition as measured at fair value through financial result if the following criteria are met:
As at 31 December 2017, no financial assets were designated as measured at fair value through financial result.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed in active markets. These are classified as current assets, provided their maturity does not exceed 12 months after the balance sheet date. Loans and receivables with maturities exceeding 12 months from the balance sheet date are classified as fixed assets.
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified in any of the three preceding categories.
Available-for-sale financial assets are measured at fair value, without deducting sale transaction costs, and taking into account their market value as at the balance sheet date. Where no listed market price is available and there is no possibility to determine their fair value using alternative methods, available-for-sale financial assets are measured at purchase cost, adjusted for any impairment charges. Positive and negative differences between the fair value and purchase price, net of deferred tax, of financial assets available for sale (if quoted market price determined on an active market is available or if the fair value can be determined using other reliable method), are recognised in other total comprehensive income. Any decrease in the
value of financial assets available for sale resulting from impairment losses is recognised as financial expense.
Purchase and sale of financial assets is recognised on the transaction date. Initially, financial assets are recognised at fair value plus, for financial assets other than classified as financial assets measured as at fair value through financial result, transaction costs, directly attributable to the purchase.
Financial assets are derecognised if the Group loses its control over contractual rights attached to those assets, which usually takes place upon sale of the asset or where all cash flows attributed to the given asset are transferred to an independent third party.
The master netting arrangements detailed in IAS 32.50 do not constitute a basis for set-off unless both criteria detailed below are complied with.
As at each balance sheet date, the Group assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired.
If there is objective evidence that an impairment loss on loans granted and receivables measured at amortised cost has been incurred, the amount of the impairment charge is measured as the difference between the asset's book value and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the effective interest rate (i.e. the effective interest rate computed at initial recognition). The book value of the asset is reduced directly. The amount of the loss shall be recognised in profit or loss.
The Group first assesses whether objective evidence of impairment exists individually for each financial asset that are individually material, and indications of impairment of financial assets that are not individually material. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether
material or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment charge is or continues to be recognised, are not included in a collective assessment of a group of assets for impairment.
If, in a subsequent period, the amount of the impairment charge decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment charge is reversed. Any subsequent reversal of an impairment charge is recognised in profit or loss, to the extent that the book value of the asset does not exceed its amortised cost as at the reversal date.
If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not measured at fair value because its fair value cannot be reliably measured, or on a derivative instrument that is linked to and has to be settled by delivery of such an unquoted equity instrument, the amount of the impairment
If there is objective evidence for impairment of an available-for-sale asset, then the amount of the difference between the purchase price (net of any principal repayment and interest) and its current fair value, reduced by any impairment loss on that financial asset previously recognised in the profit or loss, is derecognised from equity and recognised in profit or loss. Reversals of impairment losses on equity instruments classified as
9.13. Embedded derivatives
Embedded derivatives are separated from host contracts and treated as derivative instruments if the following conditions are met:
Embedded derivatives are recognised in a similar manner to that of separate derivative instruments which have not been designated as hedging instruments.
The Group uses derivative financial instruments such as forward currency contracts and interest rate swaps to hedge the risks associated with interest rate and foreign currency fluctuations. Such derivative financial instruments are measured at fair value. Such derivatives are stated as assets when the value is positive and as liabilities when the value is negative.
Any gains or losses arising from changes in the fair value of the derivatives that do not qualify for hedge accounting are recognised directly in the net profit or loss for the financial year.
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of
charge is measured as the difference between the book value of the financial asset and the present value of the estimated future cash flows discounted at the current market rate of return for similar financial assets.
available for sale cannot be recognised in profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment charge was recognised in profit or loss, the impairment loss is reversed, with the amount of the reversal recognised in profit or loss.
The extent to which, in accordance with IAS 39, the economic characteristics and risks of foreign currency embedded derivatives are closely related to those of the host contract cover circumstances where the currency of the host contract is also the common currency of purchase or sale of non-financial items on the market for a given transaction.
The Group assesses whether the embedded derivatives are required to be separated from host contracts when the instrument is originally recognised. In case of embedded instruments, acquired in a business combination transaction, the Group does not re-measure the embedded derivative instruments as at the combination date (they are measured as at the date of original recognition in the acquired entity).
interest rate swap contracts is determined based on a valuation model which takes into account observable market data, particularly including current term interest rates.
For the purpose of hedge accounting, hedges are classified as:
Hedges of foreign currency risk in an unrecognised firm commitment are accounted for as cash flow hedges.
When a hedge is established, the Group formally identifies and documents the hedging relationship, as well as the objective of risk management and the hedging strategy. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and the assessment method of the hedging instrument's effectiveness in offsetting the
exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Hedges are expected to be highly effective in offsetting the exposure to changes in the fair value or cash flows attributable to the hedged risk. Hedge effectiveness is assessed on a regular basis to check if the hedge is highly effective throughout all reporting periods for which it was designated.
Fair value hedge is a hedge of the exposure to changes in fair value of a recognised asset or liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or firm commitment, that is attributable to a particular risk and could affect profit or loss. In the case of a fair value hedge, any profit or loss on the hedged item attributable to the hedged risk is adjusted against the book value of the hedged item, the hedging instrument is re-measured to fair value and the gains and/or losses on the hedging instrument and hedged item are recognised in profit or loss.
For fair value hedges relating to items recognised at amortised cost, the adjustment to the book value is amortised and recognised in profit or loss over the remaining term to maturity of the instrument. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair 9.14.2. Cash flow hedge
Cash flow hedges are hedges securing for the risk of cash flow fluctuations which can be attributed to a particular kind of risk inherent in the given item of assets or liabilities or in a contemplated investment of high probability, and which could influence profit or loss. The part of profit or loss related to the hedging instrument which constitutes an effective hedge is recognised directly in other total comprehensive income and the non-effective part is recognised in profit or loss.
If a hedged intended transaction subsequently results in the recognition of a financial asset or financial liability, the associated gains or losses that were recognised in other total comprehensive income and accumulated in equity shall be reclassified to profit and loss account in the same period or periods in which the asset acquired or liability assumed affects profit or loss.
If a hedge of a intended transaction subsequently results in the recognition of a non-financial asset or a nonfinancial liability, or a forecast transaction for a nonfinancial asset or non-financial liability becomes a firm
value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding profit or loss recognised in profit or loss. The changes to the fair value of the hedging instrument are also recognised in profit or loss.
The Group discontinues hedge accounting if the hedging instrument expires, or is sold, terminated or exercised, or the hedge no longer qualifies for hedge accounting, or the Group revokes the designation. Any adjustment to the book value of a hedged financial instrument for which the effective interest method is used is amortised and the allowances are recognised in profit or loss. Amortisation may begin as soon as an adjustment is made, however no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.
commitment for which fair value hedge accounting is applied, then gains and losses that were recognised in other total comprehensive income are reclassified from equity to profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss.
For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are recognised directly to net financial result for the period.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or the hedge no longer qualifies for hedge accounting. At that point in time, any cumulative profit or loss on the hedging instrument that has been recognised directly in other total comprehensive income and accumulated in equity, remains recognised in equity until the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the net cumulative profit or loss recognised in equity is recognised in net profit or loss for the period.
Inventories are valued at the lower of purchase price/construction cost and realisable net selling price. Purchase price or construction cost of every item of inventories includes all purchase expenses, transformation expenses and other costs incurred in bringing each inventory item to its present location and conditions are accounted for as follows for both the current and previous year: Materials at cost determined with the "average weighted cost" method Finished products and work in progress cost of direct materials and labour and an appropriate surcharge of indirect production costs determined with an assumption of normal use of production capacities with the exclusion of external financing costs
Goods at cost determined with the "average weighted cost" method
Net realisable value is the estimated selling price in the ordinary course of economic activity, reduced by estimated costs of necessary to finish the items and to finalise the sale.
Trade and other receivables are stated and recognised at original invoiced amount subject to an allowance for doubtful receivables. An allowance for doubtful receivables is made when collection of the full amount is no longer probable.
If the effect of the time value of money is material, the value of receivables is determined by discounting the estimated future cash flows to present value using a discount rate that reflects current market assessments of the time value of money. Where discounting is used, any increase in the balance due to the passage of time is recognised as financial income.
Other receivables include advances provided on account of future purchases of tangible fixed assets, intangible assets and inventories. Then advances are disclosed in line with the nature of the assets to which they refer – as fixed assets or current assets respectively. As non-cash assets, such advances are not discounted.
Budgetary receivables are presented within other nonfinancial assets, except for corporate income tax receivables that constitute a separate item in the balance sheet.
Cash and short-term deposits in the balance sheet comprise cash at bank and on hand and short-term deposits with an original maturity of three months or less.
For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above.
All bank loans, borrowings and bonds are initially recognised at fair value reduced by costs associated with obtaining the loan or borrowing.
After initial recognition, interest-bearing loans, borrowings and bonds are subsequently measured at amortised cost using the effective interest rate method.
The amortised cost is calculated by taking into account any costs associated with obtaining the loan or borrowing, and any discount or premium received in relation to the liability.
Revenues and expenses are recognised in profit or loss when the liabilities are derecognised from the balance sheet or accounted for with the effective interest method.
Short-term trade payables are recognised at amounts payable.
Financial liabilities measured at fair value through financial result include financial liabilities held for trading and financial liabilities designated upon initial recognition as measured at fair value through financial result. Financial liabilities are classified as held for trading if they are acquired for the purpose of re-sale in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are determined to be effective hedging instruments. Financial liabilities may be designated at initial recognition as measured at fair value through financial result if the following criteria are met:
As at 31 December 2017, no financial assets were designated as measured at fair value through financial result (as at 31 December 2016: zero).
Financial liabilities measured at fair value through financial result are measured at fair value, reflecting their market
Provisions are created when the Group is charged with a (legal or customary) obligation relating to past events, and when it is likely that satisfaction of such obligation shall result in a necessity of an outflow of economic benefits and an amount of such obligation may be reliably estimated. Where the Group expects some or all of the provisioned costs to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the profit and loss account after the deduction of any reimbursement.
value as at the balance sheet date without taking sales transaction costs into account. Changes in fair value of those instruments are recognised in the profit or loss as financial income or expenses.
Financial liabilities other than financial instruments measured at fair value through financial result are measured at amortised cost with the effective interest rate method.
A financial liability is derecognised when the contractual liability has been fulfilled, cancelled or has expired. Replacement of an existing debt instrument with an instrument with basically different conditions, made between the same entities, is recognised by the Group as expiry of the original financial liability and recognition of a new financial liability. Similarly, major modifications to contractual terms and conditions related to an existing financial liability is recognised by the Group as expiry of the original and recognition of a new financial liability. The differences in the corresponding book values resulting from such exchange are recognised in profit or loss.
Other non-financial liabilities include in particular tax liabilities to tax authorities, liabilities under social and retirement benefits, salary liabilities to employees and liabilities under received advances to be settled with deliveries of goods, services or fixed assets. Other liabilities are recognised at the amount payable.
If the effect of the time value of money is material, provisions are determined by discounting the estimated future cash flows to their present value using a discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks inherent in the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as financial expenses.
In accordance with the Group's remuneration principles, the employees of the Group are entitled to a retirement
allowance. It is a one-off payment due to employees upon their retirement. The amount of retirement allowance
depends on the seniority and the average salary of the employee. The Group sets up a provision for future retirement allowance liabilities in order to allocate the costs to the relevant periods. In accordance with IAS 19, retirement allowances are defined post-employment benefit plans. The present value of the liabilities is calculated by an independent actuary as at each balance sheet date. The accrued liability is equal to discounted payments to be made in the future subject to staff rotation and applies to the period until the balance sheet date. Demographic information and information on staff rotation is based on historical data.
On the basis of measurements performed by professional actuarial companies, the Group recognises a provision for future employee benefits.
Re-measurement of employee benefits related to defined benefit plans, covering actuarial gains and losses, is recognised in other total comprehensive income and is not later re-classified to profit or loss.
The Group recognises the following changes to its net liabilities relating to defined benefit plans within internal costs of sales, administrative expenses or selling and distribution costs, composed of:
Group employees (including members of the management board) may receive bonus in the form of shares. In 2017 and 2016 there were no share-based payments in the Group.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably estimated. Revenue is recognised at fair value of the consideration received or receivable, Revenues are recognised at fair value of the consideration
Revenue is recognised when material risk and benefits resulting from the title to the goods and products have
Group trading companies provide sales services to the Paper Mills. For the service, they are paid a commission computed on the actual value of product sales in each market.
Interest income is recognised as interest accrues (using the effective interest rate method that is the rate that discounts the estimated future cash receipts over the
received or receivable, after the deduction of VAT, excise tax and discounts. The following criteria are also applicable to recognition of revenues.
been passed to the buyer and when the revenue amount can be credibly estimated.
This means that profit on the sales services is recognised at the same time as product sales. Sales revenues include only revenues of Paper Mills outside the Group.
anticipated life of the financial instrument) to the net book value of the financial asset.
Dividend is recognised when the shareholders' rights to receive dividend are established.
Rental revenues from investment properties are recognised with the straight-line method throughout the lease term for all open contracts.
If it is certain that a grant will be obtained and all the related conditions will be satisfied, then public grants are recognised at fair value.
If the grant applies solely to a specific cost item, then it is recognised as revenues commensurate to the costs that the grant is to
Current income tax liabilities and receivables for the current period and previous periods are measured at amounts projected to be paid to tax authorities (to be 9.24.2. Deferred income tax
For financial reporting purposes, deferred income tax is recognised, using the liability method, regarding temporary differences as at the balance sheet date between the tax value of assets and liabilities and their book value disclosed in the financial statements.
Deferred tax provision is recognised for all positive temporary differences:
Deferred income asset is recognised for all negative temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised:
compensate. If the grant applies to an asset, then its fair value is recognised in the account of deferred income and then gradually – in equal annual charges – it is recognised in profit or loss over the estimated useful life of the asset.
recovered from tax authorities) with tax rates and based on tax regulations legally or actually applicable as at the balance sheet date.
interests in joint ventures, the deferred income tax asset is recognised in the balance sheet solely to the extent to which it is probable that in the foreseeable future the above differences will be reversed and sufficient taxable income to deduct such temporary negative differences.
The book value of the deferred tax asset is reviewed as at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax asset is reassessed as at each balance sheet date and is recognised to the extent that it has become probable that future taxable profit will be available that will allow the deferred tax asset to be recovered.
Deferred tax asset and provisions are measured at the tax rates that are expected to apply in the period in which the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted as at the balance sheet date.
Income tax relating to items recognised outside profit or loss is recognised outside profit or loss: in other total comprehensive income in correlation items recognised in other total comprehensive income or directly in equity with reference to items recognised directly in equity.
Deferred income tax asset and deferred income tax liability are offset, if a legally enforceable right exists to set off current income tax asset against current income tax liability and the deferred income tax relates to the same taxable entity and the same tax authority.
The Group operates in the Kostrzyńsko – Słubicka Special Economic Zone and it benefits from an investment tax relief up to the value of its investments.
When the actually incurred investment outlays are higher than income for the relevant tax year, then – in compliance with the Regulation of the Council of Ministers of
Revenues, expenses, assets and liabilities are recognised after the deduction of the amount of VAT, except:
where VAT incurred on a purchase of assets or services is not recoverable from the tax authority, in which case VAT is recognised as part of the cost of purchase of the asset or as part of the expense item as applicable and
The amount of excise tax payable on the generated electricity is recognised in the profit and loss account in the period to which it applies and as a liability.
14 September 2004 on the Kostrzyńsko – Słubicka Special Economic Zone (Journal of Laws No. 222, item 2252 of 13 October 2004) – the Group recognises a deferred income tax asset for the discounted surplus outlays up to the amount with respect to which it is highly likely that it will be utilised.
The asset is utilised in the text taxable period when a sufficient taxable amount is generated.
receivables and payables which are disclosed with the VAT amount inclusive.
The net amount of VAT recoverable from or payable to the tax authority is included as part of receivables or payables in the balance sheet.
Excise tax on the energy used for internal purposes is recognised as internal costs of sales in the profit and loss account.
Net earnings per share are calculated by dividing the net profit and the net profit on continuing operations for the period, attributable to the shareholders of the parent entity, by the weighted average number of shares outstanding in the reporting period. Diluted earnings per share are calculated by dividing the net profit and the net profit on continuing operations for the period, attributable to the shareholders of the parent entity, by the diluted weighted average number of shares outstanding in the reporting period.
Paper production is the core type of operations pursued by the Group; by the end of 2015 paper was manufactured in four Paper Mills. In 2015 the Management Board of Arctic Paper announced that it had started an active search for an investor for Arctic Paper Mochenwangen and in parallel assessed the possibility of measures to further reduce the losses generated by the Paper Mill, relating to the discontinuation of production. Due to the material significance of the part of the business pursued by AP Mochenwangen and the companies set up to acquire the Paper Mill and due to their operational and geographic separation, the Management Board treated the operations of the Mochenwangen Group as discontinued operations. For that reason, the presentation of operational segments for the year ended on 31 December 2017 and on 31 December 2016 covering continuing operations covers the financial results of three Paper Mills:
In connection with the acquisition of the Rottneros Group in December 2012, including two Pulp Mills, the Arctic Paper Group has distinguished its operational segment "Pulp".
The Group identifies the following business segments:
Uncoated paper – paper for printing or other graphic purposes, including wood-free and wood-containing
paper. Uncoated wood-free paper may be produced from various types of pulp, with different filler content, and can undergo various finishing processes, such as surface sizing and calendering. Two main categories of this type of paper are graphic paper (used for example for printing books and catalogues) and office papers (for instance, photocopy paper); however, the Group currently does not produce office paper. Uncoated wood paper from mechanical pulp intended for printing or other graphic purposes. This type of paper is used for printing magazines with the use of rotogravure or offset printing techniques. The Group's products in this segment are usually used for printing paperbacks.
The split of segments into the uncoated and coated paper segments and pulp is due to the following factors:
Demand for products and their supply as well as the prices of products sold in the market are affected by operational factors characteristic for each segment,
such as e.g. the production capacity level in the specific paper and pulp segment,
Every month, on the basis of internal reports received from companies (apart from companies of the Rottneros Group), the results in each operating segment are analysed by the management of the Group. The financial results of companies in the Rottneros Groups are analysed on the basis of quarterly financial results published on the websites of Rottneros AB.
The operating results are measured primarily on the basis of EBITDA calculated by adding depreciation/amortisation and impairment charges to tangible fixed assets and intangible assets to profit (loss) on operations, in each case in compliance with EU IFRS. In accordance with EU IFRS, EBITDA is not a metric of operating profit (loss), operational results or liquidity. EBITDA is a metric that the Management Board uses to manage the operations.
Transactions between segments are concluded at arms' length like between unrelated entities.
The table below presents data concerning revenues and profit as well as certain assets and liabilities under continuing operations, split by segments of the Group for the period of 12 months ended on 31 December 2017 and as at 31 December 2017.
Twelve-month period ended on 31 December 2017 and as at 31 December 2017
| Revenues | Uncoated | Coated | Pulp | Other | Total | Eliminations | Total continuing opetations |
|---|---|---|---|---|---|---|---|
| Sales to external customers | 1 508 586 | 664 952 | 779 267 | - | 2 952 806 | - | 2 952 806 |
| Sales between segments | - | 20 752 | 66 152 | 40 892 | 127 796 | (127 796) | - |
| Total segment revenues | 1 508 586 | 685 704 | 845 419 | 40 892 | 3 080 602 | (127 796) | 2 952 806 |
| Result of the seg m ent | |||||||
| EBITDA | 130 427 | 1 484 | 113 636 | (1 560) | 243 988 | 400 | 244 388 |
| Interest income | 491 | 80 | - | 6 458 | 7 030 | (6 487) | 543 |
| Interest expense | (3 682) | (4 296) | (4 864) | (14 744) | (27 586) | 4 609 | (22 977) |
| Depreciation/amortisation | (57 608) | (22 845) | (30 156) | (464) | (111 073) | - | (111 073) |
| Impairments of non-current assets | - | (23 761) | - | - | (23 761) | - | (23 761) |
| FX gains and other financial income | 4 744 | 1 122 | 884 | 55 030 | 61 781 | (60 493) | 1 288 |
| FX losses and other financial expenses | (5 955) | (1 758) | (4 422) | (2 719) | (14 854) | 11 902 | (2 952) |
| Gross profit (loss) | 68 417 | (49 973) | 75 080 | 42 002 | 135 526 | (50 069) | 85 458 |
| Assets of the segment | 915 148 | 225 945 | 801 328 | 429 320 | 2 371 742 | (508 863) | 1 862 878 |
| Liabilities of the segment | 430 337 | 337 764 | 318 225 | 413 028 | 1 499 353 | (426 250) | 1 073 104 |
| Capital expenditures | (68 026) | (5 447) | (107 666) | (308) | (181 448) | - | (181 448) |
| Interests in joint ventures | 988 | - | - | - | 988 | - | 988 |
Revenues from inter-segment transactions are eliminated on consolidation.
The results of the segments do not cover financial income (PLN 1,831 thousand of which PLN 543 thousand is interest income) and financial expenses (PLN 25,929 thousand of which PLN 22,977 thousand is interest expens e), depreciation/amortisation (PLN 111,073 thousand), impairment of non-financial assets PLN 23,761 thousand) and income tax liability (PLN -14,829 thousand). However, segment result includes an inter-segment loss (PLN 400 thousand).
Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 32,387 thousand provision: PLN 34,301 thousand since those items are managed at the Group level. Segment assets do not also include investments in companies operating in the Group.
The table below presents revised data concerning revenues and profit as well as certain assets and liabilities under continuing operations, split by segments of the Group for the period of 12 months ended on 31 December 2016 and as at 31 December 2016.
Twelve-month period ended on 31 December 2016 and as at 31 December 2016
| Total continuing | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Eliminations | opetations | |
| Revenues | |||||||
| Sales to external customers | 1 531 825 | 687 329 | 747 818 | - | 2 966 972 | 2 966 972 | |
| Sales between segments | 41 | 18 969 | 50 134 | 42 784 | 111 928 | (111 928) | - |
| Total segment revenues | 1 531 866 | 706 299 | 797 952 | 42 784 | 3 078 901 | (111 928) | 2 966 972 |
| Result of the seg m ent | |||||||
| EBITDA | 145 369 | 2 522 | 101 529 | 246 | 249 666 | (62) | 249 603 |
| Interest income | 5 903 | 59 | - | 2 750 | 8 713 | (8 289) | 424 |
| Interest expense | (12 369) | (6 754) | - | (11 313) | (30 436) | 6 637 | (23 799) |
| Depreciation/amortisation | (54 339) | (26 523) | (19 247) | (402) | (100 511) | - | (100 511) |
| Impairments of non-current assets | - | - | (4 151) | - | (4 151) | - | (4 151) |
| FX gains and other financial income | 3 891 | 61 | 922 | 55 888 | 60 763 | (59 837) | 926 |
| FX losses and other financial expenses | (17 979) | (3 804) | (4 151) | (7 586) | (33 521) | 5 127 | (28 393) |
| Gross profit (loss) | 70 475 | (34 438) | 74 902 | 39 584 | 150 523 | (56 424) | 94 099 |
| Assets of the segment | 913 758 | 278 235 | 623 467 | 399 241 | 2 214 701 | (433 476) | 1 781 225 |
| Liabilities of the segment | 425 011 | 360 848 | 150 118 | 411 150 | 1 347 127 | (349 886) | 997 240 |
| Capital expenditures | (47 128) | (1 729) | (128 226) | (71) | (177 154) | - | (177 154) |
| Shares in joint ventures | 924 | - | - | - | 924 | - | 924 |
Revenues from inter-segment transactions are eliminated on consolidation.
The table below presents the Group's revenues from external customers by country and region in 2016 -2017 and the Group's fixed assets reduced by deferred income tax asset split by country and region, as at 31 December 2017 and 31 December 2016:
| Geog ra p hica l inf orm a tion | Year ended on | Year ended on |
|---|---|---|
| Revenues from external customers: | 31 December 2017 | 31 December 2016 |
| Germany | 643 257 | 685 936 |
| France | 194 756 | 214 198 |
| United Kingdom | 218 249 | 215 687 |
| Scandinavia | 414 802 | 409 415 |
| Western Europe (other countries) | 339 138 | 410 594 |
| Poland | 340 818 | 342 721 |
| Central and Eastern Europe (other than Poland) | 514 243 | 504 446 |
| Outside Europe | 287 543 | 183 974 |
| Total sa les | 2 952 806 | 2 966 972 |
| Year ended on | ||
|---|---|---|
| Geog ra p hica l inf orm a tion | Year ended on | 31 December 2016 |
| Fixed assets: | 31 December 2017 | (revised) |
| Germany | 104 | 140 |
| France | 300 | 323 |
| Scandinavia | 540 416 | 538 401 |
| Western Europe (other countries) | 1 069 | 1 020 |
| Poland | 371 838 | 369 140 |
| Central and Eastern Europe (other than Poland) | 249 | 80 |
| Tota l f ixed a ssets | 913 976 | 909 106 |
Sales revenues related to the item "Western Europe" cover mainly sales in Belgium, the Netherlands, Austria, Switzerland, Italy and Spain. Sales revenues related to the item "Central and Eastern Europe" cover mainly sales in Ukraine, the Czech Republic, Slovakia, Hungary and Bulgaria. Sales revenues related to the item "Outside Europe" cover mainly sales in China and the USA. Sales to no buyer exceed 10% of total revenues.
Fixed assets include tangible fixed assets, intangible assets, investment properties and other financial and non-financial assets.
| Year ended on | Year ended on | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| Reversal of provisions | 21 | 3 770 |
| Damages received | 7 541 | 5 175 |
| Rental income | 2 139 | 2 197 |
| Sales of services | 890 | 840 |
| Government grants | 4 394 | 3 376 |
| Sale of utilities | 21 435 | 27 856 |
| Sale of materials | 3 654 | 10 610 |
| Profit on disposal of tangible fixed assets | 53 | 38 |
| Profit on sale of CO2 emission rights | 1 769 | 3 616 |
| Other | 1 759 | 9 075 |
| Total | 43 654 | 66 554 |
| Year ended on | Year ended on | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| Real estate tax | (654) | (1 323) |
| Costs of sales of utilities | (20 779) | (27 835) |
| Costs of sales of materials | (3 177) | (12 705) |
| Costs of reorganisation in subsidiary | (983) | (727) |
| Loss on disposal of tangible fixed assets | (182) | (514) |
| Write down for spare parts | (355) | - |
| Other | (2 930) | (2 043) |
| Total | (29 060) | (45 147) |
| Year ended on | Year ended on | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| Interest income on funds in bank accounts | 197 | 177 |
| Interest income on receivables | 51 | 31 |
| Other interest income | 295 | 212 |
| FX gains | 231 | - |
| Profit on financial assets | 442 | 930 |
| Profit on interests in joint ventures | 145 | - |
| Other financial income | 469 | - |
| Total | 1 831 | 1 350 |
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Interest on bank loans measured at amortised cost | (18 031) | (19 531) |
| Interest on other financial liabilities | (1 631) | (4 742) |
| Interest on actuarial provisions Interest on actuarial provisions |
(1 720) | (2 222) |
| Financial expenses under finance lease agreements | (1 595) | (1 653) |
| FX losses | - | (12 895) |
| Financial expenses on premature bank loan repayment | - | (3 517) |
| Loss on interests in joint venture | - | (4 209) |
| Valuation in accordance with amortised cost | (703) | - |
| Ineffective part of the change in fair value measurement due to the hedged risk | 116 | 343 |
| Other financial expenses | (2 364) | (3 767) |
| Total | (25 929) | (52 192) |
Costs regarding the effect of the amortised cost valuation concern the change of margins in 2017.
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 (revised) |
|
|---|---|---|
| Depreciation/amortisation | (111 073) | (100 511) |
| Consumption of materials and energy | (1 763 637) | (1 748 794) |
| Third party services | (430 069) | (429 203) |
| Taxes and charges | (13 779) | (12 541) |
| Employee benefit costs | (416 921) | (404 132) |
| Other prime costs | (103 771) | (109 027) |
| Value of goods sold | (11 269) | (11 988) |
| Prime costs | (2 850 518) | (2 816 195) |
| Impairment charge | (23 761) | (4 151) |
| Changes in product inventories | 16 349 | (20 600) |
| Change to impairment charges to receivables | 85 | (2 490) |
| TO TAL | (2 857 845) | (2 843 437) |
| of which: | ||
| Items recognised as internal costs of sales | (2 417 081) | (2 399 846) |
| Items recognised as costs of sales | (348 093) | (353 255) |
| Items recognised as administrative expenses | (92 671) | (90 335) |
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 (revised) |
|
|---|---|---|
| Items recognised as internal costs of sales: | ||
| Depreciation of fixed assets and amortisation of intangible assets Impairment of tangible fixed assets |
(108 004) (22 773) |
(97 743) (1 384) |
| Impairment of intangible assets | (987) | (2 767) |
| Impairment to inventories Items recognised as costs of sales: Depreciation of fixed assets and amortisation of intangible assets Impairment of tangible fixed assets Impairment of intangible assets |
- (1 403) - - |
- (1 344) - - |
| Items recognised as administrative expenses | ||
| Depreciation of fixed assets and amortisation of intangible assets Impairment of tangible fixed assets Impairment of intangible assets |
(1 666) - - |
(1 424) - - |
Depreciation in the consolidated cash flows additionally for 2016 contains the value of outlays on tangible fixed assets concerning discontinued operations and fully written-off in 2016 in the amount of PLN 465 thousand. In 2017 the Group did not incur any outlays on tangible fixed assets concerning discontinued operations.
| Note | Year ended on 31 December 2017 |
Year ended on 31 December 2016 revised |
|---|---|---|
| Salary costs Social insurance premiums |
(303 276) (84 627) |
(297 017) (82 058) |
| Costs of retirement benefits 26.1 |
(34 361) | (31 413) |
| Total costs of em p loyee b enef its, of which: |
(422 264) | (410 488) |
| Items recognised as internal costs of sales | (304 258) | (293 567) |
| Items recognised as costs of sales | (22 891) (89 772) |
(23 239) |
| Items recognised as administrative expenses | (87 326) |
The total amount of employee benefits included in other comprehensive income for the year ended on 31 December 2017 was PLN 5,343 thousand (2016: PLN 9,281 thousand), including actuarial profit/losses related to the discontinued activity of PLN 0 thousand (2016: PLN -2,925 thousand).
The components of other total comprehensive income for the year ended on 31 December 2017 and 31 December 2016 that are re-classified to profit or loss, are as follows:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Cash flow hedges | ||
| Profit (loss) for the period resulting from contracts settled during the reporting period | (900) | 22 615 |
| Profit (loss) for the period resulting from contracts not settled as the reporting date | 4 145 | 21 409 |
| Adjustments resulting from re-classification to profit (loss) | - | (343) |
| Total other com p rehensive incom e | 3 244 | 43 681 |
The major components of income tax liabilities for the year ended on 31 December 2017 and on 31 December 2016 are as follows:
| Year ended on | ||
|---|---|---|
| Year ended on | 31 December | |
| 31 December | 2016 | |
| 2017 | (revised) | |
| Consolid a ted p rof it a nd loss a ccount | ||
| Current income tax | ||
| Current income tax liability | (3 454) | (2 364) |
| Adjustments related to current income tax from previous years | (199) | (469) |
| Deferred income tax | ||
| Resulting from the establishment and reversal of temporary differences | (11 176) | (16 914) |
| Tax credit/ (liability) disclosed in the consolidated profit and loss account | (14 829) | (19 747) |
| Consolid a ted sta tem ent of cha ng es in eq uity | ||
| Current income tax | ||
| Tax effects of the costs of increase of share capital | - | - |
| Tax benefit (tax liability) recognised in equity | - | - |
| Consolid a ted sta tem ent of tota l com p rehensive incom e | ||
| Deferred income tax | ||
| Deferred income tax on the measurement of hedging instruments | (958) | (10 369) |
| Deferred income tax on actuarial profit/loss | 1 157 | 1 396 |
| Tax benefit (tax liability) recognised in other comprehensive income | 199 | (8 973) |
A reconciliation of income tax expense applicable to gross profit (loss) before income tax at the statutory income tax rate, to income tax expense at the Group's effective
income tax rate for the year ended on 31 December 2017 and 31 December 2016 is as follows:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 (revised) |
|
|---|---|---|
| Gross profit (loss) before tax from continuing operations | 85 458 | 94 099 |
| Profit (loss) before tax from discontinued operations | (5 645) | 1 191 |
| Gross profit (loss) before tax | 79 813 | 95 290 |
| Tax at the statutory rate prevailing in Poland in | ||
| 2008-2016, of 19% | (15 164) | (18 105) |
| Tax adjustments from previous years, recognised in the current income tax | 199 | 977 |
| Difference resulting from income tax rates in force in other countries | (1 353) | (1 803) |
| Tax loss not incorporated in deferred income tax asset calculation | (2 951) | (2 293) |
| Investment tax credits – operations in KSSSE | - | - |
| Use of tax losses not recognised earlier | 2 130 | 2 913 |
| Non-taxable revenues | 3 963 | 3 035 |
| Costs that are not tax deductible | (4 373) | (3 473) |
| Effects of the tax group in Sweden | 2 729 | - |
| Change of tax rates | - | 8 |
| Tax at the effective tax rate of 19% (2016: 20%) | (14 821) | (18 740) |
| Incom e ta x (cha rg e) sta ted in the consolid a ted p rof it a nd loss a ccount | (14 829) | (19 747) |
| Income tax attributed to discontinued operations | 8 | 1 007 |
The amount of unrecognised deferred income tax asset relates mainly to tax losses that are expected to be time barred before realised, as well as those temporary differences that in the Group's opinion may not be used for tax purposes. Deferred income tax asset is recognised for tax losses carried forward to the extent that realisation of the related tax benefit through future taxable profit is probable.
The Polish tax system provides for restrictions in cumulating tax losses by legal persons that remain under joint control which is the case for Group member companies. Therefore, each subsidiary of the Group in Poland may utilise solely their own tax losses in order to reduce taxable income in subsequent years.
The amounts and expiry dates of unutilised tax losses are as follows:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Expiry year of tax losses | ||
| no time limits | 4 355 | 13 417 |
| ended on 31 December 2017 | na | 1 716 |
| ended on 31 December 2018 | 1 716 | 1 716 |
| ended on 31 December 2019 | 3 598 | 3 598 |
| ended on 31 December 2020 | 10 151 | 9 626 |
| ended on 31 December 2021 | 6 553 | 6 028 |
| ended on 31 December 2022 and later | - | na |
| Total | 26 373 | 36 101 |
Future potential tax effect of unactivated tax losses amounts PLN 5,141 thousand.
Deferred income tax relates to the following items:
| Consolidated balance sheet as at |
Consolidated profit and loss account for the year ended on |
||||
|---|---|---|---|---|---|
| 31 December 2017 | 31 December 2016 | 31 December 2017 | 31 December 2016 | ||
| D ef erred incom e ta x p rovision | |||||
| Fixed assets | 33 919 | 26 472 | (7 447) | 512 | |
| Inventories | - | - | - | - | |
| Trade receivables | - | - | - | - | |
| Employment benefits | - | - | - | - | |
| Accruals and deferred income and provisions | - | - | - | - | |
| Co-generation certificates | 1 586 | 2 649 | 1 063 | (1 014) | |
| Untaxed provisions (in compliance with Swedish tax regulations) | - | - | - | ||
| Adjustment to fair for take-over of subsidiary entities Losses utilised in standalone financial statements, not recognised in consolidation |
` - |
- - |
- - |
- - |
|
| Hedging instruments | 3 793 | 3 547 | (245) | (3 547) | |
| FX profit | - | - | - | - | |
| Gross d ef erred incom e ta x p rovision | 39 297 | 32 668 | (6 629) | (4 049) |
| Consolidated balance sheet as at |
Consolidated profit and loss account for the year ended on |
||||
|---|---|---|---|---|---|
| 31 December 2017 | 31 December 2016 | 31 December 2017 | 31 December 2016 | ||
| D ef erred incom e ta x a sset | |||||
| Post-employment payments | 6 732 | 6 408 | 324 | 2 160 | |
| Accruals and deferred income and provisions | 3 395 | 3 187 | 208 | (1 755) | |
| Adjustments to fair value due to impairment of fixed assets | - | - | - | - | |
| Inventories | 1 120 | 1 224 | (104) | 81 | |
| Trade receivables | 3 579 | 3 816 | (237) | (527) | |
| Investments tax credits – activity in Kostrzyńsko-Słubicka Specjalna Strefa Ekonomiczna |
8 622 | 15 280 | (6 658) | (6 785) | |
| FX differences | - | - | - | - | |
| Untaxed provisions (in compliance with Swedish tax regulations) | - | - | - | (52) | |
| Hedging instruments | - | - | - | (5 282) | |
| Losses deductible from future taxable income | 13 935 | 12 781 | 1 154 | (10 145) | |
| Gross d ef erred incom e ta x a sset | 37 383 | 42 696 | (5 313) | (22 304) | |
| FX differences | 965 | 465 | |||
| Total, of which | (10 977) | (25 888) | |||
| Changes to deferred income tax recognised in other comprehensive income | 199 | (8 973) | |||
| Changes to deferred income tax recognised in profit and loss account | (11 176) | (16 914) | |||
| of which: | |||||
| Changes to deferred income tax recognised in profit and loss account – discontinued operations |
- | - | |||
| Net d ef erred incom e ta x a sset/p rovision of which: |
|||||
| - Adjustment to presentation | (4 996) | (7 662) | |||
| - Deferred income tax asset | 32 387 | 21 879 | |||
| - Deferred income tax provision | 34 301 | 11 851 | |||
| of which: | |||||
| - Deferred income tax asset – discontinued operations | - | ||||
| - Deferred income tax provision – discontinued operations | - |
The Management Board made an evaluation of the deferred income tax assets on the tax losses and considered that asset recoverable, among oithers because AP Grycksbo and AP Munkedals operate within a tax group in Sweden.
On 28 July 2015, the Management Board of Arctic Paper S.A. announced that it had started an active search for an investor for the Arctic Paper Mochenwangen facility and in parallel it analysed the possibility to take measures for further reduction of losses generated by the Paper Mill, including those relating to the discontinuation of production. Due to the material significance of the part of the business pursued by AP Mochenwangen and the companies set up to acquire the Paper Mill and due to their operational and geographic separation, the Management Board treated the operations of the Mochenwangen Group as discontinued operations as at 31 December 2015. The Mochenwangen Group includes: Arctic Paper Mochenwangen GmbH, Arctic Paper Investment GmbH, Arctic Paper Verwaltungs GmbH and Arctic Paper Immobilienverwaltung GmbH Co&KG. As a result, the assets and liabilities of the Mochenwangen
Group were presented as assets directly related to discontinued operations and liabilities directly related to discontinued operations as at 31 December 2015 while the revenues and expenses of the Group were presented as profit (loss) on discontinued operations in the consolidated profit and loss account for the year ended on 31 December 2015.
In view of a continued search for an investor for the factory of Arctic Paper Mochenwangen or its individual assets, the Management Board decided to treat the operations of the Mochenwangen Group as discontinued activities as at 31 December 2016.
As at 31 December 2017, the Management Board decided that the provision for retirement leaves would not be sold as part of the discontinued activities and as a result it was excluded from liabilities related directly to discontinued activities.
| 12-month period | 12-month period | |
|---|---|---|
| ended on | ended on | |
| Revenues and expenses of discontinued operations | 31 December 2017 | 31 December 2016 |
| Revenues from sales of products | - | 17 988 |
| Costs of sales | (2 282) | (11 251) |
| Profit / (loss) on sales | (2 282) | 6 737 |
| Selling and distribution costs | (774) | (3 456) |
| Administrative expenses | (4 454) | (6 245) |
| Other operating income | 2 355 | 12 005 |
| Other operating expenses | (613) | (7 388) |
| Operating profit (loss) | (5 769) | 1 653 |
| Financial income | - | - |
| Financial expenses | 123 | (463) |
| Gross profit (loss) | (5 645) | 1 191 |
| Income tax | 8 | 1 007 |
| Profit (loss) from discontinued operations | (5 637) | 2 198 |
| Cumulated other comprehensive income related to discontinued operations | ||
| FX differences on translation of foreign operations | 509 | (222) |
| Actuarial profit/loss | - | (2 924) |
| 509 | (3 146) | |
| Earnings per share: | ||
| – basic profit/(loss) from discontinued operations attributable to the shareholders of the | ||
| Parent Entity | (0,08) | 0,03 |
| – diluted profit from discontinued operations attributable to the shareholders of the Parent | ||
| Entity | (0,08) | 0,03 |
The tables below present the corresponding financial data on the discontinued operations:
| Net assets related to discontinued operations | As at 31 December 2017 |
As at 31 December 2016 |
|---|---|---|
| Assets related to discontinued operations | ||
| Inventories and other tangible assets | 21 | 10 618 |
| Trade and other receivables | 1 293 | 230 |
| Corporate income tax receivables | 121 | 128 |
| Other non-financial assets | - | - |
| Other financial assets | 188 | 398 |
| Cash and cash equivalents | 2 448 | 1 320 |
| 4 071 | 12 694 | |
| Liabilities directly related to the discontinued operations | ||
| Provisions | 838 | 15 406 |
| Other financial liabilities | - | - |
| Trade and other payables | 517 | 2 435 |
| Income tax liability | 100 | 106 |
| Accruals and deferred income | 171 | 142 |
| 1 626 | 18 088 | |
| Net assets related to discontinued operations | 2 445 | (5 394) |
| 12-month period | 12-month period | |
| ended on | ended on | |
| Cash flows related to discontinued operations | 31 December 2017 | 31 December 2016 |
| Net cash flows from operating activities | 1 229 | (29 764) |
| Net cash flows from investing activities | - | 1 405 |
| Net cash flows from financing activities | - | 28 585 |
| Increase / (decrease) in cash and cash equivalents | 1 229 | 226 |
| Net FX differences | (101) | 43 |
| Cash and cash equivalents at the beginning of the period | 1 320 | 1 051 |
| Cash and cash equivalents at the end of the period | 2 448 | 1 320 |
The Group intends to sell the land and also the entire discountinued operations as an organized part of the enterprise. Because of the fact, that the Group countinues to research the contamination level of the soil and that it may materially influence the market value of that asset, it is not possible to reliably estimate the fair value of that land. In consequence , the Group recognized land in the value of 0 PLN as at 31 December 2017 and 31 December 2016.
The Act on the Company Social Benefit Fund as amended of 4 March 1994, covering business entities and subject to Polish law, provides that company social benefit funds have to be set up by employers employing staff in excess of 20 FTEs. Arctic Paper Kostrzyn and Arctic Paper S.A. have set up such funds and have been making periodic allocations thereto in basic amounts. The objective of such Fund is to subsidise social operations of the Companies,
loans granted to their employees and other social expenses.
The Companies have set-off assets of the Fund with their obligations to the Fund since those assets do not constitute separate assets of the Group. As a result, the net balance as at 31 December 2017 was PLN 3 thousand (as at 31 December 2016: PLN 2 thousand). The tables below present an analysis of the assets, liabilities and costs of the Fund.
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Cash | 24 | 14 |
| Fund liabilities | (21) | (12) |
| Fund expenses covered with own resources | - | |
| Set-of f b a la nce | 3 | 2 |
| Year ended on | Year ended on | |
| 31 December 2017 | 31 December 2016 | |
| Fund allocations in the financial year | 640 | 607 |
Earnings per share are established by dividing the net profit/(loss) or net profit/(loss) from continuing operations for the reporting period attributable to the Company's ordinary shareholders by the weighte d average number of ordinary shares outstanding in the reporting period.
The information regarding profit/(loss) and the number of shares which constituted the base to calculate earnings per share and diluted earnings/(loss) per share is presented below:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 (revised) |
|
|---|---|---|
| Net profit / (loss) period from continuing operations attributable to the | ||
| shareholders of the Parent Entity | 42 357 | 45 712 |
| Profit / (loss) for the financial year from discontinued operations attributable to | ||
| the shareholders of the Parent Entity | (5 637) | 2 198 |
| Net profit (loss) for the reporting period attributable to the shareholders of the | ||
| Parent Entity | 36 720 | 47 910 |
| Number of ordinary shares – A series | 50 000 | 50 000 |
| Number of ordinary shares – B series | 44 253 500 | 44 253 500 |
| Number of ordinary shares – C series | 8 100 000 | 8 100 000 |
| Number of ordinary shares – E series | 3 000 000 | 3 000 000 |
| Number of ordinary shares – F series | 13 884 283 | 13 884 283 |
| Total number of shares | 69 287 783 | 69 287 783 |
| Weighted average number of shares | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 |
| Profit (loss) per share (in PLN) | ||
| – basic earnings from the profit/(loss) for the period attributable to the | ||
| shareholders of the Parent Entity | 0,53 | 0,69 |
| – basic earnings from the profit/(loss) from continuing operations for the period | ||
| attributable to the shareholders of the Parent Entity | 0,61 | 0,66 |
| Diluted profit (loss) per share (in PLN) – from the profit/(loss) for the period attributable to the shareholders of the |
||
| Parent Entity | 0,53 | 0,69 |
| – from the profit/(loss) from continuing operations for the period attributable to | ||
| the shareholders of the Parent Entity | 0,61 | 0,66 |
In the period between the balance sheet date and the date hereof there were no other transactions related to ordinary shares or potential ordinary shares.
Dividend is paid based on the net profit disclosed in the standalone annual financial statements of Arctic Paper SA after covering losses carried forward from the previous years.
In accordance with provisions of the Code of Commercial Companies, the parent entity is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in the s tandalone financial statements of the parent company should be transferred to the category of capital until the capital has reached the amount of at least one third of the share capital of the parent entity. The use of reserve capital and reserve funds is determined by the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used solely to cover the losses disclosed in the standalone financial statements of the parent entity and cannot be distributed to other purposes.
As on the date hereof, the Company had no preferred shares.
The possibility of disbursement of potential dividend by the Company to its shareholders depends on the level of payments received from its subsidiaries. The risk associated with the Company's ability to disburse dividend was described in the part "Risk factors" hereof.
In connection with the term and revolving loan agreements signed on 9 September 2016, agreements related to the bond issue pursuant to which on 30 September 2016 the Company issued bonds and the creditor agreement (described in more detail in note 32.2 "Obtaining of new financing" of the Annual Report 2016), the possibility of the Company to pay dividend is subject to satisfying certain financial ratios by the Group in two periods preceding such distribution (as the term is defined in the term and revolving loan agreements) and no occurrence of any events of default (as defined in the term and revolving loan agreements).
In 2017 and 2016 Arctic Paper S.A. did not pay out dividend.
| Fixed assets | ||||
|---|---|---|---|---|
| Land and | Plant and | under | ||
| buildings | machinery | construction | Total | |
| Net book value as at 01 January 2016 (revised) | 194 162 | 496 081 | 69 636 | 759 879 |
| Increase due to purchase | 15 234 | 58 784 | 104 973 | 178 992 |
| Increase due to transfer of tangible fixed assets under construction | 12 285 | 72 983 | (85 480) | (212) |
| Decreases due to disposal | - | (461) | - | (461) |
| Decreases due to liquidation | (43) | (65) | - | (108) |
| Depreciation allowance for the period | (14 918) | (84 873) | - | (99 791) |
| Impairment | ||||
| FX differences | (463) | (1 558) | (281) | (2 301) |
| Net b ook va lue a s a t 31 D ecem b er 2016 (revised ) | 206 258 | 539 507 | 88 849 | 834 614 |
| Net book value as at 01 January 2017 | 206 258 | 539 507 | 88 849 | 834 614 |
| Increase due to purchase | 4 864 | 15 486 | 154 900 | 175 249 |
| Increase due to transfer of tangible fixed assets under construction | 7 586 | 87 474 | (95 912) | (853) |
| Decreases due to disposal | - | (155) | - | (155) |
| Decreases due to liquidation | (103) | (4) | - | (107) |
| Depreciation allowance for the period | (16 565) | (93 288) | - | (109 853) |
| Impairment | (9 048) | (13 725) | - | (22 773) |
| Change to presentation within groups | (1 769) | 1 769 | - | - |
| FX differences | (7 585) | (25 818) | (8 514) | (41 917) |
| Transfer to discontinued operations | - | - | - | - |
| Net b ook va lue a s a t 31 D ecem b er 2017 | 183 637 | 511 245 | 139 322 | - 834 205 |
| Balance as at 01 January 2016 (revised) | ||||
| Gross book value | 415 818 | 1 759 779 | 69 636 | 2 245 233 |
| Depreciation/amortisation and impairment charges | (221 656) | (1 263 698) | - | (1 485 354) |
| Net book value | 194 162 | 496 081 | 69 636 | 759 879 |
| Balance as at 31 December 2016 (revised) | ||||
| Gross book value | 441 684 | 1 894 939 | 88 849 | 2 425 472 |
| Depreciation/amortisation and impairment charges | (235 426) | (1 355 431) | - | (1 590 857) |
| Net book value | 206 258 | 539 508 | 88 849 | 834 614 |
| Balance as at 01 January 2017 | ||||
| Gross book value | 441 684 | 1 894 939 | 88 849 | 2 425 472 |
| Depreciation/amortisation and impairment charges | (235 426) | (1 355 431) | - | (1 590 857) |
| Net book value | 206 258 | 539 508 | 88 849 | 834 614 |
| Balance as at 31 December 2017 | ||||
| Gross book value | 430 696 | 1 913 696 | 139 322 | 2 483 714 |
| Depreciation/amortisation and impairment charges | (247 059) | (1 402 450) | - | (1 649 509) |
Impairment of tangible fixed assets for the year ended on 31 December 2017 was PLN 22,773 thousand (for the year ended on 31 December 2016: PLN 1,384 thousand).
The book value of plant and machinery used as at 31 December 2017 pursuant to financial lease contracts and rental contracts with a purchase option amounted to PLN 27,873 thousand (as at 31 December 2016: PLN 33,562 thousand).
A pledge has been established on the assets used pursuant to lease contracts and rental contracts with a purchase option to secure the related obligations under financial leases and rental contracts with a purchase option.
Tangible fixed assets with book value of PLN 475,928 thousand (as at 31 December 2016: PLN 555,431 thousand) are subject to mortgage to secure the bank loans (note 32).
The amount of capitalised external funding costs and FX gains/losses in the financial year ended on 31 December 2017 was PLN 389 thousand (in the year ended on 31 December 2016: PLN 362 thousand).
The Group has entered into operational lease contracts covering selected vehicles and plant. As at 31 December 2017 and 31 December 2016 the future minimum fees under irrevocable operational lease contracts were as follows:
| Total | 5 240 | 7 462 |
|---|---|---|
| Over 5 years | - - |
- - |
| In 1 to 5 years | 2 849 | 4 045 |
| In 1 year | 2 391 | 3 417 |
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
As at 31 December 2017 and 31 December 2016 the future minimum lease fees and the present value of minimum net lease fees were as follows:
| Year ended on 31 December 2017 | Year ended on 31 December 2016 | |||
|---|---|---|---|---|
| Minimum fees | Present value of the fees |
Minimum fees | Present value of the fees |
|
| In 1 year In 1 to 5 years |
24 956 4 236 |
24 438 3 945 |
5 941 33 844 |
4 306 30 082 |
| Over 5 years | - | - | - | - |
| Total minimum lease fees Minus financial expenses |
29 192 (809) |
28 383 | 39 785 (5 397) |
34 388 |
| Value of present minimum lease fees, of which: |
28 383 | 28 383 | 34 387 | 34 388 |
| - short-term | 24 438 | 4 306 | ||
| - long-term | 3 945 | 30 082 |
In view of repayment on 7 January 2018 of liabilities of Arctic Paper Grycksbo AB under its lease contract with Svenska Handelsbanken AB, the minimum fees and the value of the current related fees was di sclosed within 1 year as at 31 December 2017.
Investment properties regard an undeveloped plot in Warsaw.
| Closing b a la nce a s a t 31 D ecem b er | 4 107 | 4 074 |
|---|---|---|
| Profit on fair valuation | 33 | 92 - |
| Sale of properties | - | - |
| Increases (subsequent expenditures) | - | - |
| Opening balance as at 01 January | 4 074 | 3 982 |
| 2017 | 2016 |
Investment properties were disclosed at fair value as a result of an appraisal by an accredited appraiser. The appraisal was made with a comparative approach, the adjusted average method.
The property appraiser holds a license in property appraising granted by the President of the Housing and City Development Office. The market value of a property is the most likely price that may be realised in the market, determined with reference to transactional prices and subject to the following assumptions:
The market value for the current method of use (WRU) was appraised subject to:
purpose of the appraisal,
The appraisal was made with a comparative approach, the adjusted average price method.
The adjusted land price was PLN 383/m2.
According to the fair value hierarchy, the method and approach applied to appraising investment properties classifies it to level 3.
The Group does not receive any other revenues that the abovementioned.
The current costs incurred in 2017 included real estate tax of PLN 10 thousand (2016: PLN 10 thousand).
| Relations with customers |
Trademarks | Co-generation certificates |
CER certificates and emission rights |
Other* | Total | |
|---|---|---|---|---|---|---|
| Net value as at 01 January 2017 | 1 571 | 34 921 | 13 003 | - | 7 536 | 57 033 |
| Increases | - | - | 19 815 | - | 5 329 | 25 143 |
| Decreases | - | - | (25 640) | - | 238 | (25 402) |
| Depreciation for the period | (475) | - | - | - | (745) | (1 220) |
| Impairment | - | - | - | - | - | - |
| FX differences on translation into PLN | (109) | (2 735) | 1 954 | - | (2 570) | (3 460) |
| Net va lue a s a t 31 D ecem b er 2017 | 988 | 32 186 | 9 132 | - | 9 788 | 52 095 |
| As at 01 January 2017 | ||||||
| Gross value | 38 505 | 92 117 | 13 003 | - | 33 021 | 176 646 |
| Depreciation/amortisation and impairment charges | (36 934) | (57 196) | - | - | (25 485) | (119 614) |
| Net value | 1 571 | 34 921 | 13 003 | - | 7 536 | 57 031 |
| As at 31 December 2017 | ||||||
| Gross value | 35 455 | 84 726 | 9 132 | - | 35 730 | 165 042 |
| Depreciation/amortisation and impairment charges | (34 467) | (52 540) | - | - | (25 942) | (112 949) |
| Net value | 988 | 32 186 | 9 132 | - | 9 788 | 52 093 |
* - The item Other contains mainly computer software.
Status as at 31 December 2017
| CER certificates | ||||||
|---|---|---|---|---|---|---|
| Relations with | Co-generation | and emission | ||||
| customers | Trademarks | certificates | rights | Other* | Total | |
| Net value as at 01 January 2016 (revised) | 2 080 | 35 117 | 7 985 | 409 | 6 029 | 51 622 |
| Increases | - | - | 23 218 | - | 4 427 | 27 645 |
| Decreases | - | - | (18 185) | (409) | 85 | (18 509) |
| Depreciation for the period Depreciation for the period |
(495) | - | - | - | (224) | (719) |
| Impairment Impairment | - | - | - | - | (2 767) | (2 767) |
| FX differences | (13) | (196) | (15) | - | (14) | (239) |
| Net va lue a s a t 31 D ecem b er 2016 (revised ) | 1 571 | 34 921 | 13 003 | - | 7 536 | 57 033 |
| As at 01 January 2016 (revised) | ||||||
| Gross value | 38 725 | 92 647 | 7 985 | 409 | 34 513 | 174 279 |
| Depreciation/amortisation and impairment charges | (36 645) | (57 530) | - | - | (28 484) | (122 659) |
| Net value | 2 080 | 35 117 | 7 985 | 409 | 6 029 | 51 622 |
| As at 31 December 2016 (revised) | ||||||
| Gross value | 38 505 | 92 117 | 13 003 | - | 33 021 | 176 646 |
| Depreciation/amortisation and impairment charges | (36 934) | (57 196) | - | - | (25 485) | (119 614) |
| Net value | 1 571 | 34 921 | 13 003 | - | 7 536 | 57 033 |
* - The item Other contains mainly computer software.
Trademarks regard the trademarks of Arctic Paper and Rottneros. These trademarks were not subject to impairment.
Impairment of intangible assets for the year ended on 31 December 2017 was PLN 987 thousand (for the year ended on 31 December 2016: PLN 2,767 thousand).
The value of fixed assets of the Rottneros Group incorporated in the consolidation of the Arctic Paper Group is measured below the values disclosed in the consolidated financial statements of the Rottneros Group.
The consolidated financial statements of the Rottneros Group for the year ended on 31 December 2017 did not disclose any increased impairment charges to assets in 2017. Besided, the conditions for Rottneros group, including the assumptions for the 2016 test have not changes significantly.
On that basis, no impairment to fixed assets (including the trade mark) was identified as disclosed in these consolidated financial statements as at 31 December 2017. The consolidated financial statements of the Rottneros Group for the year ended on 31 December 2016 disclose a growth of impairment charges to tangible fixed assets of PLN 1,384 thousand (SEK 3 million) and intangible assets for 2016 of PLN 2,767 thousand (SEK 6 million). The charges related to the assets of the Rottneros Group (primarily intangible assets) incorporated in the consolidation of the Arctic Paper Group in the values used in the consolidation of the Rottneros Group and were recognised in these consolidated financial statements as at 31 December 2016. Additionally, the consolidated financial statements of the Rottneros Group for the year ended on 31 December 2016 disclosed a reversal of impairment charges to tangible fixed assets of SEK 23 million. The allowances related to tangible fixed assets and had been established before the Rottneros Group was acquired by Arctic Paper S.A. Therefore, the allowances were not recognised in these consolidated financial statements.
The next test is planned for 31 December 2018. Intangible assets with book value of PLN 13,165 thousand (as at 31 December 2016: PLN 19,087 thousand). constituted security to bank loans (note 32).
In the years ended on 31 December 2017 and 31 December 2016 the Group had no affiliated entities. On 1 October 2012, Arctic Paper Munkedals AB purchased 50% shares in Kalltorp Kraft Handelsbolaget with its registered office in Trolhattan, Sweden. Kalltorp Kraft is involved in the production of energy from its own hydro power facility; the purpose of the acquisition was to increase internal power generation potential. The shares in Kalltorp Kraft were recognised as a joint venture and were
measured with the equity method as at 31 December 2017 and 31 December 2016.
The value of the interests in the joint venture was PLN 988 thousand as at 31 December 2017 (31 December 2016: PLN 924 thousand). The profit on the interests in the joint venture was PLN 145 thousand in 2017 and was recognised as financial income (2016: loss of PLN 4,209 thousand; financial expenses). FX differences on translation amounted to PLN -81 thousand as at 31 December 2017 (31 December 2016: PLN -36 thousand).
In 2017 the Group did not execute any transactions resulting in changes of its interests in subsidiary companies.
| Year ended on | Year ended on | ||
|---|---|---|---|
| Note | 31 December 2017 | 31 December 2016 | |
| Hedging instruments | 40.3.1. | 21 914 | 16 040 |
| Investments in equity instruments | 3 394 | 3 695 | |
| Other | 3 898 | 2 396 - |
|
| Total | 29 207 | 22 132 | |
| - short-term | 7 151 | 11 218 | |
| - long-term | 22 056 | 10 913 |
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Insurance costs | 2 795 | 3 841 |
| Lease fees | 64 | 87 |
| Costs of financing relating to tranches disbursed by year-end and | ||
| overdrafts | 3 398 | 3 511 |
| Advance payments for services | 4 512 | 4 474 |
| Rent | 762 | 652 |
| Receivables from pension fund | 1 248 | 1 092 |
| Other | 2 317 | 4 383 - |
| Tota l | 15 096 | 18 040 |
| - short-term | 13 583 | 16 492 |
| - long-term | 1 513 | 1 548 |
As at 31 December 2017, 31 December 2016 and 31 December 2015 impairment tests were conducted at Arctic Paper Grycksbo with reference to tangible fixed assets and intangible assets.
The impairment test at Arctic Paper Grycksbo was related to lower results generated at the Paper Mill than expected by the Group's Management Board in 2017, 2016 and in 2015 respectively. The results were adversely affected by market conditions such as unfavourable price fluctuations of raw materials, intensified competition in the segment of the paper produced by Grycksbo.
In view of the above, a decision was taken to perform an impairment test with the discounted cash flow method. As a result of the impairment test performed as at 31 December 206 and 31 December 2015, no further impairment charge was recognised.
The impairment test performed as at 31 December 2017 resulted in an impairment charge of PLN 23,761 thousand. Below is a presentation of the key assumptions underlying the impairment tests held as at 31 December 2017 and 31 December 2016.
Key assumptions underlying the calculation of value in use
Calculations of the value in use of the paper sale centre at the Grycksbo Paper Mill is most sensitive to the following variables:
Discount rate – reflects the assessment of risks inherent to the centre estimated by the management. This is the rate applied by the management to estimate the operational effectiveness (results) and future investment proposals. In the budgeted period the discount rate is 8.00%. The discount rate was determined on the basis of the following: Weighted average cost of capital (WACC).
Changing raw material prices (mainly pulp) – estimates concerning changes to raw materials are made on the basis of the ratios related to pulp prices. The data underlying the applied assumptions is obtained from: www.foex.fi. It should be noted that the costs of pulp is characterised by high volatility.
Changing energy prices – a growth of energy prices, mainly electricity, listed at Nordpool, the commodity exchange in Sweden, and of the energy generated from biomass as the core source of energy, results from the assumptions applied to the projections approved by the local management of the Grycksbo Paper Mill.
FX risk – it refers to the purchase cost of raw materials for paper production, in particul ar purchases of pulp with the costs incurred mostly in USD. The projections made as at 31 December 2017 the FX rate of the USD/SEK pair was assumed at 8.12 in the first year of projections and 8.00 in the following years (31 December 2016: 9.05 in 2017 and 8.55 in the following years).
The table below presents the core assumptions applied to calculate the value in use as at 31 December 2017 and 31 December 2016.
| General assumption | 2017 | 2016 |
|---|---|---|
| Approved projections based on | 2018-2022 | 2017-2021 |
| Income tax rate | 22,0% | 22,0% |
| Discount rate before tax effect | 8,5% | 8,8% |
| Weighted average cost of capital (WACC) | 8,0% | 6,9% |
| Growth rate in the residual period | 0,0% | 2,0% |
The total impairment charge to Arctic Paper Grycksbo as at 31 December 2017 was PLN 275,795 thousand (31 December 2016: PLN 300,235 thousand). The difference in the impairment allowance was due to the measurement of the impairment charge denominated in SEK to the presentation currency – PLN.
The value of assets being tested amounts PLN 113,390 thousand and their value in use PLN 153,108 thousand as at 31 December 2017 (as at 31 December 2016: asset value of PLN 141,899 thousand, value in use PLN 153,176 thousand).
The table below presents the impairment charge as at 31 December 2017:
| Balance vaue as at | Vaule in used by | ||
|---|---|---|---|
| 31 December 2017 | 31 December 2017 | ||
| Tangible fixed assets, of which: | 64 500 | 41 727 | |
| - land | 5 717 | 3 457 | |
| - buildings | 27 702 | 20 913 | |
| - machinery and equipment | 27 276 | 13 551 | |
| - assets under construction | 3 806 | 3 806 | |
| Intangible assets with indefinite useful life | - | - | |
| Intangible assets with definite useful life | 1 345 | 357 | |
| Working capital | 26 930 | 26 930 | |
| Cash and cash equivalents | 20 615 | 20 615 | |
| Total value | 113 390 | 89 630 |
Impairment charge to assets recognised in 2017 23 761
The table below presents sensitivity of the value in use of assets to fluctuations of each parameter underlying the test:
| Increase in | Effect on value in | |
|---|---|---|
| Parameters | basis points | use |
| 31 December 2017 | ||
| Weighted average cost of capital (WACC) | +0,1 p.p. | (1 210) |
| Growth rate in the residual period | +0,1 p.p. | 668 |
| Sales volume in the first year of the projection | + 0,1% | 5 365 |
| Sales prices in the first year of the projection | + 0,1% | 7 127 |
| Pulp prices in first year of the projection | +1,0% | (31 384) |
| Energy prices in first year of the projection | +1,0% | (4 489) |
| Weighted average cost of capital (WACC) | -0,1 p.p. | 1 239 |
| Growth rate in the residual period | -0,1 p.p. | (651) |
| Sales volume in the first year of the projection | - 0,1% | (5 365) |
| Energy prices in first year of the projection | - 0,1% | (7 127) |
| Pulp prices in first year of the projection | -1,0% | 31 384 |
| Energy prices in first year of the projection | -1,0% | 4 489 |
| 31 December 2016 | ||
| Weighted average cost of capital (WACC) | +0,1 p.p. | (3 028) |
| Growth rate in the residual period | +0,1 p.p. | 2 265 |
| Sales volume in the first year of the projection | + 0,1% | 7 689 |
| Sales prices in the first year of the projection | + 0,1% | 10 464 |
| Pulp prices in first year of the projection | +1,0% | (40 072) |
| Energy prices in first year of the projection | +1,0% | (7 575) |
| Weighted average cost of capital (WACC) | -0,1 p.p. | 3 153 |
| Growth rate in the residual period | -0,1 p.p. | (2 174) |
| Sales volume in the first year of the projection | - 0,1% | (7 689) |
| Energy prices in first year of the projection | - 0,1% | (10 464) |
| Pulp prices in first year of the projection | -1,0% | 40 072 |
| Energy prices in first year of the projection | -1,0% | 7 575 |
Group entities pay post-employment benefits to its retiring employees in amounts set forth in Poland's Labour Code in
case of Arctic Paper Kostrzyn S.A. and on the basis of existing agreements with trade unions in case of Arctic Paper Munkedals AB, Arctic Paper Kostrzyn S.A and Arctic Paper Grycksbo AB which additionally has set up a Social Fund for future retirees. Additionally, as at 31 December 2017 the Management Board decried that the provision for retirement pay at Arctic Paper Mochenwangen GmbH would not be sold as part of the discontinued activities and it was disclosed as employee benefits.
In this connection, on the basis of measurement performed in each country by professional actuarial companies, the Group establishes a provision for future benefits. Re-measurement of employee benefits related to defined benefit plans, covering actuarial gains and losses, is
recognised in other total comprehensive income and is not later re-classified to profit or loss.
The Group recognises the following changes to its net liabilities relating to defined benefit plans within internal costs of sales, administrative expenses or selling and distribution costs, composed of:
The net cost of employee benefits is presented in the table below
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Current headcount costs | 1 849 | 2 102 |
| Interest expense on employee benefit liabilities | 1 720 | 2 222 |
| Actuarial (profit)/loss | 5 343 | 6 356 - |
| Total costs of b enef it in the p la n of which: |
8 912 | 10 680 |
| recognised in the profit and loss account | 3 568 | 4 324 |
| recognised in other comprehensive income | 5 343 | 6 356 |
The justification presenting changes in the provisions for the years ended on 31 December 2017 and 31 December 2016 is presented in the table below.
| Defined benefit | Defined benefit | ||||||
|---|---|---|---|---|---|---|---|
| Defined benefit plan | plan | plan | Defined benefit | Defined benefit | |||
| in Sweden (AP SA | Defined benefit plan | in Sweden | in Sweden (Rottneros | plan | plan | ||
| branch) | in Sweden (Munkedals) | (Grycksbo) | Group) | in Poland (Kostrzyn) | in Germany | Total | |
| Provisions for pensions and similar obligations as at 01 | |||||||
| January 2017 | 1 356 | 28 864 | 49 115 | 2 771 | 6 821 | - | 88 928 |
| Current headcount costs | 194 | - | - | 1 326 | 328 | - | 1 849 |
| Interest expense | - | 562 | 961 | - | 196 | - | 1 720 |
| Actuarial Loss (Profit) | - | 2 009 | 2 729 | - | 605 | - | 5 343 |
| Benefits paid | - | (820) | (2 117) | - | (603) | - | (3 540) |
| FX differences on translation of foreign plans | - | (2 421) | (4 062) | (279) | - | - | (6 761) |
| Transfer from discountiued operation | - | - | - | - | - | 12 743 | 12 743 |
| Provisions f or p ensions a nd sim ila r ob lig a tions | |||||||
| a s a t 31 D ecem b er 2017 | 1 551 | 28 195 | 46 627 | 3 819 | 7 347 | 12 743 | 100 282 |
| Defined benefit | Defined benefit | ||||||
| Defined benefit plan | plan | plan | Defined benefit | Defined benefit | |||
| in Sweden (AP SA | Defined benefit plan | in Sweden | in Sweden (Rottneros | plan | plan | ||
| branch) | in Sweden (Munkedals) | (Grycksbo) | Group) | in Poland (Kostrzyn) | in Germany | Total | |
| Provisions for pensions and similar obligations as at 01 | |||||||
| January 2016 | 1 151 | 25 826 | 46 783 | 1 162 | 6 540 | - | 81 461 |
| Current headcount costs | 206 | - | - | 1 614 | 282 | - | 2 102 |
| Interest expense | - | 727 | 1 303 | - | 192 | - | 2 222 |
| Actuarial Loss (Profit) | - | 3 181 | 3 073 | - | 102 | - | 6 356 |
| Benefits paid | - | (724) | (1 776) | - | (295) | - | (2 795) |
| FX differences on translation of foreign plans | - | (145) | (268) | (4) | - | - | (418) |
| Provisions f or p ensions a nd sim ila r ob lig a tions | |||||||
| a s a t 31 D ecem b er 2016 | 1 356 | 28 864 | 49 115 | 2 771 | 6 821 | - | 88 928 |
The core assumptions made by actuary as at each balance sheet date to calculate the amounts of the obligations are as follows
| ٠ | |
|---|---|
| × ۰. |
| Year ended | Year ended |
|---|---|
| 31 December 2017 | 31 December 2016 |
| Discount rate (%) | |
| Plan in Sweden 2,3% |
2,3% |
| Plan in Poland 3,0% |
3,0% |
| Plan in Germany 1,7% |
na |
| Anticipated salary growth rate (%) | |
| Plan in Sweden 0,0% |
0,0% |
| Plan in Poland 2,5% |
2,0% |
| Plan in Germany na |
na |
| Remaining employment period (in years) | |
| Plan in Sweden 16,0 |
16,5 |
| Plan in Poland 15,9 |
16,8 |
| na Plan in Germany |
na |
The table below presents a sensitivity analysis of the provision for retirement benefits:
| Sensitivity analysis | |||
|---|---|---|---|
| Change to the applied interest rate by 1 percentage point | |||
| nie zawiera APMW, czyli dz. Zaniechanej | Increase by 1 p.p. | Dcrease by 1 p.p. | |
| 31 December 2017 | in thousands PLN | in thousands PLN | |
| Impact on the liabilities under defined benefit plans | (10 780) | 12 230 | |
| 31 December 2016 | |||
| Impact on the liabilities under defined benefit plans | (2 769) | 1 992 | |
| Change to the anticipated salary growth rate by 1 percentage point | |||
| Increase by 1 p.p. | Dcrease by 1 p.p. | ||
| 31 December 2017 | in thousands PLN | in thousands PLN | |
| Impact on the liabilities under defined benefit plans | 8 231 | (6 602) | |
| 31 December 2016 | |||
| Impact on the liabilities under defined benefit plans | 717 | (601) | |
As at 31 December 2017 the provision for severance pay amounted to PLN 4,667 thousand (31 December 2016: PLN 0 thousand).
| Year ended on | ||
|---|---|---|
| Year ended on | 31 December 2016 | |
| 31 December 2017 | (revised) | |
| Materials (at purchase prices) | 156 518 | 170 416 |
| Production in progress (at manufacturing costs) | 7 631 | 8 850 |
| Finished products, goods, of which: | ||
| At purchase price / manufacturing costs | 180 996 | 179 960 |
| At net realisable price | 5 816 | 1 109 |
| Advance payments for deliveries | 35 | 18 |
| Tota l inventories, a t the lower of : | ||
| p urcha se p rice / m a nuf a cturing costs or net rea lisa b le p rice | 350 996 | 360 353 |
| Impairment charge to inventories | 4 408 | 4 323 |
| Total inventories before impairment charge | 355 404 | 364 676 |
Goods amountd PLN 594 thousand as at 31 December 2017 (as at 31 December 2016: PLN 530 thousand). In the year ended on 31 December 2017 the Group increased impairment charges to inventories for PLN 85 thousand (2016: charge reversal PLN 2,490 thousand). There were no other changes in the impairment charge to inventories in 2017 and 2016.
The difference in the impairment charges is referred to costs of sales in the profit and loss account. The impairment charge is related to finished products and slowly rotating materials and exposed to the risk of damage, obsolescence or non use for internal needs.
In the financial year ended on 31 December 2017 the Group had pledge agreements on its movable assets for PLN 628,875 thousand, EUR 256,116 thousand, partly related to inventories.
In the financial year ended on 31 December 2016 the Group had pledge agreements on its movable assets for PLN 523,963 thousand, SEK 715,530 thousand, partly related to inventories.
As at 31 December 2017 the inventories of finished products for PLN 5,816 thousand were measured at the net realisable prices (as at 31 December 2015: PLN 1,109 thousand).
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Trade receivables | 296 408 | 307 580 |
| VAT receivables | 24 703 | 28 419 |
| Other third party receivables | 4 954 | 4 622 |
| Other receivables from related entities | 4 006 | 2 875 |
| Total (net) receiva b les | 330 071 | 343 496 |
| Impairment charges to receivables | 27 030 | 29 786 |
| Gross receivables | 357 101 | 373 282 |
The terms and conditions of transactions with related entities are presented in note 37. Trade receivables do not earn interest and have customary payment terms of 30 to 90 days.
The Group has an appropriate policy of selling solely to verified customers. Therefore, in the opinion of the management, there is no additional credit risk in excess of the level identified with the impairment charge to uncollectible receivables characteristic for the Group's trade receivables.
As at 31 December 2017, trade receivables of PLN 27,030 thousand (as at 31 December 2016: P LN 29,786 thousand were deemed as uncollectible and therefore subject to an impairment charge.
The changes to impairment charges to receivables were as follows:
| Year ended on | Year ended on | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| Impairment charge as at 01 January | 29 786 | 32 504 |
| Increases | 132 | 676 |
| Utilisation | (1 779) | (952) |
| Write-back of unutilised amounts | (65) | (2 187) |
| FX differences on translation of foreign operations | (1 044) | (254) |
| Im p a irm ent cha rg e a s a t 31 D ecem b er | 27 030 | 29 786 |
Below is an analysis of trade receivables that as at 31 December 2017 and 31 December 2016 were overdue but not treated as uncollectible:
| Total | Not overdue | Overdue but collectible | |||||
|---|---|---|---|---|---|---|---|
| < 30 days 30 – 60 days 60 – 90 days | 90 – 120 days | >120 days | |||||
| As at 31 December 2017 | 296 408 | 250 486 | 41 073 | 4 081 | 614 | 51 | 102 |
| As at 31 December 2016 | 307 580 | 261 822 | 38 462 | 4 291 | 508 | 1 648 | 848 |
Receivables over 120 days in the prospective assessment of the company's management qualify as collectible and therefore no impairment was recognised.
Cash at bank earns interest at variable interest rates based on overnight bank deposit rates. Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates.
As at 31 December 2017, the fair value of cash and cash equivalents was PLN 241,403 thousand (31 December 2016: PLN 130,157 thousand).
As at 31 December 2017, the Group held undrawn funds under overdraft facilities of PLN 139,095 thousand (31 December 2016: PLN 80,955 thousand).
As at 31 December 2017, the Group utilised its overdraft facilities for PLN 41,146 thousand (31 D ecember 2016: PLN 95,632 thousand).
The balance of cash and cash equivalents disclosed in the cash flow statement consisted of the following items:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Cash in bank and on hand | 241 403 | 129 926 |
| Short-term deposits Cash in transit |
- - Total |
- 231 |
| Cash and cash equivalents in the consolidated balance sheet | 241 403 | 130 157 |
| Cash in bank and on hand attributable to discontinued operations | 2 448 | 1 320 |
Cash of SEK 0 thousand as at 31 December 2017 (31 December 2016: PLN 2,771 thousand) constitute a margin to existing forward contracts from the purchase of electricity in Rottneros Group companies).
The reasons of differences between book value changes to certain items and items in the consolidated cash flow statement are presented in the tables below:
| Year ended on | ||
|---|---|---|
| Year ended on | 31 December 2016 | |
| 31 December 2017 | (revised) | |
| Increase / decrease in receivables and other non-financial assets | ||
| Book change in receivables and other non-financial assets | 13 425 | (6 996) |
| Discontinued operations | (1 063) | 15 559 |
| Differences on translation | (21 588) | (5 770) |
| Increase / decrease in receivables and other non-financial assets disclosed in the | ||
| consolidated cash flow statement | (9 227) | 2 793 |
| - | - | |
| Change to inventories | ||
| Book change to inventories | 9 357 | 30 279 |
| Discontinued operations (sales of assets) | 10 597 | 17 471 |
| Differences on translation | (22 269) | (1 647) |
| Change to inventories disclosed in the consolidated cash flow statement | (2 316) | 46 103 |
| Increase / decrease in liabilities except for loans and borrowings | ||
| Book increase /decrease in liabilities except for loans and borrowings | 24 141 | (12 047) |
| Increase / decrease in liabilities from purchases of fixed assets and intangibles | 2 084 | - |
| Discontinued operations | (1 918) | (20 635) |
| Others | (4 413) | - |
| Differences on translation | 22 817 | 797 |
| Increase / decrease in liabilities except for loans and borrowings disclosed in the | ||
| consolidated cash flow statement | 42 711 | (31 885) |
| Change in accruals and deferred income | ||
| Book change in accruals and deferred income | (23 149) | (13 604) |
| Discontinued operations | 29 | (1 756) |
| Others | 4 434 | - |
| Differences on translation | 5 351 | (415) |
| Change in accruals and deferred income disclosed in the consolidated cash flow | ||
| statement | (13 335) | (15 775) |
| Change in provisions | ||
| Book change in provisions | 15 908 | 7 459 |
| Provison for actuarial gains/losses | (5 343) | (9 281) |
| Discontinued operations | (14 567) | (40 079) |
| Provison for discontinued operations presented as write-downs for inventories and | ||
| other tangible assets | - | 12 701 |
| Differences on translation | 7 792 | (1 288) |
| Change in provisions disclosed in the consolidated cash flow statement | 3 790 | (30 488) |
| Explanation to "Others" in operating activities | ||
| Adjustment of valuation to amortised cost | (2 653) | 3 174 |
| Dividend received (transfer to investing activities) | (442) | (922) |
| Decrease in value of share in joint venture | - | 4 209 |
| Bank charges (transfer to financial activities) | - | 1 707 |
| Inflow on assets subject to guarantee | - | 729 |
| Others | (385) | 6 |
| "Others" in operating activities | (3 480) | 8 903 |
| Purchase of tangible fixed assets and intangible assets | ||
| Increase in tangible assets accorting to table of movements | (175 249) | (178 992) |
| Increase in intangible assets accorting to table of movements | (25 143) | (27 645) |
| Financial leasing | 361 | 6 071 |
| Increase / decrease in liabilities from purchases of fixed assets and intangibles | (2 084) | - |
| Co-generation certificates | 19 815 | 23 218 |
| Change in valuation of emmission rights | - | 194 |
| Discontinued operations | - | (458) |
| Purchase of tangible fixed and intangible assets in the consolidated cash flow | (181 448) | (177 612) |
| statement |
| Share capital | As at 31 December 2017 |
As at 31 December 2016 |
|---|---|---|
| series A ordinary shares of the nominal value of PLN 1 each | 50 | 50 |
| series B ordinary shares of the nominal value of PLN 1 each | 44 254 | 44 254 |
| series C ordinary shares of the nominal value of PLN 1 each | 8 100 | 8 100 |
| series E ordinary shares of the nominal value of PLN 1 each | 3 000 | 3 000 |
| series F ordinary shares of the nominal value of PLN 1 each Tra |
13 884 | 13 884 |
| 69 288 | 69 288 |
| Registration date of capital increase | Value in PLN | ||
|---|---|---|---|
| Ordinary issued and fully paid-up shares | |||
| Issued on 30 April 2008 | 28.05.2008 | 50 000 | 50 000 |
| Issued on 12 September 2008 | 12.09.2008 | 44 253 468 | 44 253 468 |
| Issued on 20 April 2009 | 01.06.2009 | 32 | 32 |
| Issued on 30 July 2009 | 12.11.2009 | 8 100 000 | 8 100 000 |
| Issued on 01 March 2010 | 17.03.2010 | 3 000 000 | 3 000 000 |
| Issued on 20 December 2012 | 09.01.2013 | 10 740 983 | 10 740 983 |
| Issued on 10 January 2013 | 29.01.2013 | 283 947 | 283 947 |
| Issued on 11 February 2013 | 18.03.2013 | 2 133 100 | 2 133 100 |
| Issued on 06 March 2013 | 22.03.2013 | 726 253 | 726 253 |
| As a t 31 D ecem b er 2017 | 69 287 783 | 69 287 783 |
In 2017 and 2016 there were no changes to the share capital of Arctic Paper S.A.
The shares have a nominal value of PLN 1 and have been fully paid.
Shares in all series are entitled to one vote and they have equal privileges as to dividend and capital refund.
| As at | As at | |||
|---|---|---|---|---|
| 31 December 2017 | 31 December 2016 | |||
| Share in the share capital |
Share in the total number of votes |
Share in the share capital |
Share in the total number of votes |
|
| Thom a s O nsta d | 68, 13% | 68, 13% | 68, 13% | 68, 13% |
| indirectly via | 59,15% | 59,15% | 59,36% | 59,36% |
| Nemus Holding AB | 58,28% | 58,28% | 58,06% | 58,06% |
| other entity | 0,87% | 0,87% | 1,30% | 1,30% |
| directly | 8,98% | 8,98% | 8,77% | 8,77% |
| O ther | 31, 87% | 31, 87% | 31, 87% | 31, 87% |
The item is adjusted for FX differences on translation of financial statements of foreign operations that have a functional currency other than PLN, to the presentation currency of these financial statements being PLN. The rules of translation along with the applied FX rates are described in note 9.4.
Reserve capital is made up of the issue price of shares of Arctic Paper S.A. in excess of their nominal value reduced by the costs of the issues that took place in 2009, 2010 and 2013, equal to PLN 134,257 thousand, reduction of the nominal price of the shares from PLN 10 to PLN 1 in 2012 of PLN 498,632 thousand and a portion of retained profit and accumulated loss resulting from profit distribution by Arctic Paper S.A. of PLN -185,251 thousand.
The table below presents changes to the reserve capital in the year ended on 31 December 2017 and 31 December 2016:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Reserve capital at the beginning of the period | 447 638 | 447 638 |
| Profit/loss distribution Reserve ca p ita l a t the end of the p eriod |
- 447 638 |
- 447 638 |
Other reserves cover a portion of retained profit and accumulated loss resulting from profit distribution by Arctic Paper S.A. and capital from revaluation of hedging transactions.
The table below presents changes to the reserve capitals in the year ended on 31 December 2017 and 31 Dece mber 2016:
| As at 31 December 2017 |
As at 31 December 2016 |
|
|---|---|---|
| Other capital reserves at the beginning of period | 156 975 1 |
127 976 1 |
| Changes to cash flow hedges | ||
| Mea surem ent of f ina ncia l instrum ents, of which: | 2 211 | 31 984 |
| - FX forward | (860) | (247) |
| - Forward for electricity | 5 592 | 33 394 |
| - interest rate SWAP | 744 | (2 822) |
| - Forward for pulp | (3 265) | 1 659 |
| D ef erred ta x, of which: | (545) | (7 894) |
| - FX forward | 163 | 47 |
| - Forward for electricity | (1 361) | (7 370) |
| - interest rate SWAP | - | (334) |
| - Forward for pulp | 653 | (237) |
| Other changes | ||
| Profit distribution | (32 644) | 4 909 |
| O ther ca p ita l reserves a t the end of p eriod | 125 997 | 156 975 |
The item of retained profit/accumulated loss covers retained profit/accumulated loss of the financial year and actuarial gains/losses on actuarial measurement of provisions for retirement benefits.
Retained profit/accumulated loss in the consolidated financial statements may contain amounts that are not distributable – such that may not be distributed as dividend. The statutory financial statements of the entities are made in compliance with the local accounting standards (with the exception of Arctic Paper Kostrzyn S.A. and Artic Paper S.A.) and the Articles of Association of those companies. Dividend to the parent entity may be distributed out of net profit disclosed in their standalone financial statements made for statutory purposes. Such local definition of undistributed profit often differs from the definition of undistributed profit resulting from EU IFRS which may restrict profit distribution. For instance, local legal regulations often require allocations to certain reserves on account of potential future losses. Application of different accounting principles may generate differences between statutory financial statements and reporting packages for consolidation purposes.
Dividend may be distributed out of net profit disclosed in the standalone annual financial statements of Arctic Paper S.A. made for statutory purposes.
In accordance with provisions of the Code of Commercial Companies, the parent entity is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in the standalone financial statements of the parent company should be transferred to the category of capital until the capital has reached the amount of at least one third of the share capital of the parent entity. The use of reserve capital and reserve funds is determined by the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used solely to cover the losses disclosed in the standalone financial statements of the parent entity and cannot be distributed to other purposes.
In connection with the term and revolving loan agreements signed on 9 September 2016, agreements related to the bond issue pursuant to which on 30 September 2016 the Company issued bonds and the creditor agreement (described in more detail in note 32.2 "Obtaining of financing" in the Annual Report for 2016), the possibility of the Company to pay dividend is subject to satisfying certain financial ratios by the Group in two periods preceding such distribution (as the term is defined in the term and revolving loan agreements) and no occurrence of any events of default (as defined in the term and revolving loan agreements).
As at 31 December 2017, there were no other restrictions concerning dividend distribution.
The retained profit/accumulated loss in the balance sheet as at 31 December 2017 is composed of the following items:
consolidated retained profit/accumulated loss attributable to the shareholders of the parent entity for 2008-2017 of PLN -163,878 thousand; and standalone profit distribution/loss coverage of Arctic Paper SA for 2010-2016 of PLN +94,787 thousand (including loss coverage for 2016 of PLN 32,644 thousand with other reserves and transfer of profit for 2015 of PLN 4,909 thousand to reserve capital);
| As at | As at | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| (revised) | ||
| As at beginning of the period | 235 588 | 215 976 |
| Dividend disbursed by subsidiary entities | (12 759) | (17 502) |
| Share in other comprehensive income of subsidiary entities | 8 726 | 37 114 |
| At the end of p eriod | 231 555 | 235 588 |
Non-controlling interests cover a portion of the Group's equity attributable primarily to the non -controlling shareholders in Rottneros AB. The table below presents core financial data for the Rottneros Group:
| Year ended | Year ended | |
|---|---|---|
| Consolidated profit and loss account | 31 December 2017 | 31 December 2016 |
| Revenues from sales of products | 845 419 | 797 952 |
| Operating expenses | (772 020) | (719 540) |
| Operating profit (loss) | 73 399 | 78 411 |
| Financial income/expenses | (8 401) | (3 229) |
| Gross profit (loss) | 64 998 | 75 183 |
| Income tax | (14 591) | (16 144) |
| Net profit/(loss) | 50 407 | 59 039 |
| As at | As at | |
| Consolidated balance sheet | 31 December 2017 | 31 December 2016 |
| Fixed assets | 457 395 | 418 020 |
| Current assets, of which: | 394 175 | 269 750 |
| Inventories | 118 380 | 128 408 |
| Receivables and other assets | 137 473 | 133 951 |
| Cash and cash equivalents | 138 322 | 7 390 |
| TOTAL ASSETS | 851 570 | 687 769 |
| Equity | 512 130 | 531 647 |
| Long-term liabilities | 189 238 | 6 467 |
| Short-term liabilities | 150 202 | 149 656 |
| TOTAL EQUITY AND LIABILITIES | 851 570 | 687 769 |
| Year ended | Year ended | |
|---|---|---|
| Consolidated cash flow statement | 31 December 2017 | 31 December 2016 |
| Cash flows from operating activities | 98 161 | 86 253 |
| Cash flows from investing activities | (104 793) | (128 226) |
| Cash flows from financing activities | 143 704 | (28 597) |
| Change in cash and cash equivalents | 137 071 | (70 570) |
| Cash and cash equivalents at the beginning of the period | 7 390 | 78 517 |
| Net FX differences | (6 140) | (557) |
| Cash and cash equivalents at the end of the period | 138 322 | 7 390 |
In 2017 Rottneros AB distributed dividend totalling PLN 26,199 thousand (SEK 61 million), of which PLN 12,759 thousand referred to non-controlling shareholders.
In 2016 Rottneros AB distributed dividend totalling PLN 36,062 thousand (SEK 76 million), of which PLN 17,502 thousand referred to non-controlling shareholders.
In 2017 and in 2016 there was no conditional increase of share capital.
| As at 31 December 2017 |
As at 31 December 2016 |
|||
|---|---|---|---|---|
| Short-term liabilities | Note | Maturity | ||
| O ther f ina ncia l lia b ilities: | ||||
| Liabilities under financial leases and rental contracts with purchase options | 19.2 | 31-12-2018 | 24 438 | 4 306 |
| Factoring with SHB in SEK | - | 17 487 | ||
| Hedging instruments Other liabilities |
40.3 | 31-12-2018 | 8 539 177 |
4 699 194 |
| Total other short-term financial liabilities | 33 153 | 26 686 | ||
| Interest-b ea ring loa ns, b orrowing s a nd b ond s: | ||||
| Loan from EBRD TA(short-term portion) in EUR | 40.2 | 31-08-2022 | 9 143 | 9 941 |
| Loan from EBRD Capex A(short-term portion) in EUR | 40.2 | 31-08-2022 | 2 213 | - |
| Loan from BZ WBK (short-term portion) in PLN | 40.2 | 31-08-2021 | 2 577 | 2 639 |
| Loan from BNP (short-term portion) in EUR | 40.2 | 31-08-2021 | 2 316 | 2 535 |
| Bonds in PLN (2016: accrued interest) | 40.2 | 31-08-2021 | 12 284 | 4 473 |
| Revolving overdraft facility with Danske Bank in SEK | 40.2 | 31-12-2017 | - | 6 467 |
| Loan from the owner of the core shareholder in EUR | 40.2 | 09-07-2017 | - | 17 818 |
| Loan from the owner of the core shareholder in EUR (short-term portion) | 40.2 | 30-04-2020 | 10 908 | 11 495 |
| Total short-term interest-bearing loans, borrowings and bonds | 39 440 | 55 367 | ||
| Tota l short-term f ina ncia l lia b ilities | 72 593 | 82 053 | ||
| Long-term liabilities | Note | Maturity | As at 31 December 2017 |
As at 31 December 2016 |
| O ther f ina ncia l lia b ilities: | ||||
| Liabilities under financial leases and rental contracts with purchase options | 19.2 | 31-12-2021 | 3 945 | 30 082 |
| Hedging instruments | 40.3 | 31-12-2021 | - | - |
| Total other long-term financial liabilities | 3 945 | 30 082 | ||
| Interest-b ea ring loa ns, b orrowing s a nd b ond s: | ||||
| Loan from the owner of the core shareholder in EUR | 40.2 | 30-04-2020 | 20 917 | 33 130 |
| Loan from EBRD TA (long-term portion) in EUR | 40.2 | 31-08-2022 | 31 684 | 42 448 |
| Loan from EBRD Capex A (long-term portion) in EUR | 40.2 | 31-08-2022 | 14 158 | - |
| Loan from BZ WBK (long-term portion) in PLN | 40.2 | 31-08-2021 | 6 521 | 8 741 |
| Loan from BNP (long-term portion) in EUR | 40.2 | 31-08-2021 | 6 205 | 8 825 |
| Bonds in PLN | 40.2 | 31-08-2021 | 84 781 | 93 162 |
| Bonds in SEK | 40,2 | 01-09-2022 | 167 174 | - |
| Revolving overdraft facility with BNP in PLN* | 40.2 | 31-08-2019 | 426 | 10 000 |
| Revolving overdraft facility with BNP in EUR* | 40.2 | 31-08-2019 | - | 39 822 |
| Revolving overdraft facility with BZ WBK S.A. in EUR* | 40.2 | 31-08-2019 | 40 710 | - |
| Revolving overdraft facility with BZ WBK S.A. in PLN* | 40.2 | 31-08-2019 | - | 39 337 |
| Total long-term interest-bearing loans, borrowings and bonds | 372 576 | 275 464 | ||
| Tota l long -term f ina ncia l lia b ilities | 376 521 | 305 546 |
*- revolving loans prolongable until 31 August 2019
The amount of long-term and short-term interest bearing loans and borrowings as at 31 December 2017 grew by PLN 81,185 thousand versus 31 December 2016.
In 2017 the Group fully repaid one loan and partly another one to the main shareholder and Rottneros AB issued
bonds totalling SEK 400 million. Loan tranches were disbursed and repaid in line with the agreement of 9 September 2016. The reduced debt under revolving loans resulted from the activation of cash-pooling by Paper S.A. and the paper mills.
On 1 June 2017, cash pooling in EUR was activated within the Arctic Paper Group, followed by cash-pooling in EUR on 21 August 2017. The operation consists in pooling cash balances held by the individual system participants and setting them off with temporary shortages of funds with the other cash-pool participants. The solution is aimed at supporting effective cash management in the Group and minimising the costs of external funding sources by using the Group's own cash.
The amount of receiveables under factoring amounted PLN 35,000 thousand as at 31 December 2017. In connection with the term and revolving loan agreements signed on 9 September 2016, agreements related to the bond issue, the Group is obliget to satisfy certain financial ratios, which are tested quarterly. As at 31 December 2017 the Group satisfied the levels ratios, which are required by the agreements.
On 28 August 2017 Rottneros AB issued five-year unsecured bonds totalling SEK 400 million (PLN 177 million). The proceeds from the bond issue are to finance the approved strategic plans of the Rottneros Group and achieving a long-term effectiveness of the capital structure.
The bonds bear interest at STIBOR 3M plus 4.15% and they will be finally redeemed in September 2022.
The bond issue program enables Rottneros to make issues up to SEK 600 million (PLN 265 million).
Rottneros AB intends to apply to have the bonds listed at the stock exchange in Stockholm (Nasdaq Stockholm).
2017
The collateral related to the term and revolving loan agreements, agreements related to the bond issue and the intercreditor agreement, signed in 2016, was nor changed in 2017.
Apart from the above, as at 31 December 2017 the Group disclosed:
As a result of repayment on 7 January 2018 of liabilities of Arctic Paper Grycksbo AB under the lease contract with Svenska Handelsbanken AB (pledge on movable assets and properties) and in view of the provisions of loan agreements, the process of releasing the above pledges made in favour of Svenska Handelsbanken AB was started and they were inc orporated in the inter-creditor agreement.
In connection with the term and revolving loan agreements, agreements relating to the bond issue and the intercreditor agreement, signed on 9 September 2016, on 3 October 2016 the Company signed agreements and statements pursuant to which collateral to the above debt and other claims would be established in favour of Bank
BGŻ BNP Paribas S.A., acting as the Collateral Agent, that is
and the Guarantors, in companies in the Company Group (with the exception of Rottneros AB, Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH), except the shares in the Company;
mortgages on all properties located in Sweden and owned by the Company and the Guarantors as long as such collateral covers solely the existing mortgage deeds;
corporate mortgage loans granted by the Guarantors registered in Sweden as long as such collateral covers solely the existing mortgage deeds;
Apart from the above, as at 31 December 2016 the Group disclosed:
The table below presents changes to provisions in for 2016-2017:
| Post-employment | |||
|---|---|---|---|
| benefits | Other provisions | Total | |
| As at 01 January 2016 | 88 928 | 1 386 | 90 313 |
| Established during the financial year | 8 912 | 4 864 | 13 775 |
| Applied | (3 540) | - | (3 540) |
| Reversed | - | - | - |
| Adjustment due to FX differences | (6 761) | (309) | (7 071) |
| Transfer to discontinued operations | 12 743 | - | 12 743 |
| As a t 31 D ecem b er 2016, of which: | 100 281 | 5 940 | 106 221 |
| - short-term | - | 4 667 | 4 667 |
| - long-term | 100 281 | 1 273 | 101 554 |
| As at 01 January 2015 | 81 461 | 1 394 | 82 855 |
| Established during the financial year | 10 680 | - | 10 680 |
| Applied | (2 795) | - | (2 795) |
| Reversed | - | - | - |
| Adjustment due to FX differences | (418) | (8) | (427) |
| Transfer to discontinued operations | - | - | - |
| As a t 31 D ecem b er 2015, of which: | 88 928 | 1 386 | 90 313 |
| - short-term | - | - | - |
| - long-term | 88 928 | 1 386 | 90 313 |
Other provisions as at 31 December 2017 cover a provision for a granted guarantee and a provision for severance pay. Other provisions as at 31 December 2016 cover a provision for a granted guarantee.
Provisions for complaints and returns are established on the basis of complaints and returns made in the previous years. Due to regular outlays on improvement of the quality of production processes and products, the Group did not recognise a provision for complaints and returns as at the end of 2017 and 2016.
| As at | As at | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| Tra d e p a ya b les, of which: | ||
| Due to related entities | 1 | 898 |
| Due to other entities | 373 603 | 354 356 |
| 373 604 | 355 254 | |
| Ta xes, custom s d uties, socia l insura nce a nd other | ||
| VAT | 11 857 | 6 404 |
| Excise tax | 815 | 1 254 |
| Personal Income Tax | 4 374 | 6 029 |
| Real estate tax | 748 | 1 119 |
| Social benefit liabilities | 12 112 | 7 810 |
| 29 907 | 22 617 | |
| O ther lia b ilities | ||
| Payable to employees as salaries | 6 245 | 6 802 |
| Retirement liabilities | 3 052 | 5 013 |
| Investment commitments | 3 780 | 4 345 |
| Liabilities related to environmental protection | 497 | 529 |
| Prepayments | 2 000 | 4 713 |
| Other liabilities | 4 784 | 454 |
| 20 358 | 21 857 | |
| TO TAL | 423 868 | 399 727 |
Principles and payment terms of the financial liabilities presented above:
| As at | As at | |
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| Accrua ls a nd d ef erred incom e | ||
| Employee expenses | 51 698 | 65 084 |
| Audit and legal services | 635 | 552 |
| Transport costs | 6 057 | 3 906 |
| Costs of complaints | 1 230 | 1 390 |
| Utility costs | 915 | 1 279 |
| Other | 3 604 | 16 175 |
| 64 140 | 88 386 | |
| D eferred incom e | ||
| Subsidies from Ekofundusz | 12 184 | 13 584 |
| Subsidies from NFOŚiGW | 8 943 | 10 061 |
| Other | 8 062 | 7 390 |
| 29 189 | 31 035 | |
| TO TAL | 93 328 | 119 421 |
| - short-term | 74 576 | 98 498 |
| - long-term | 18 752 | 20 924 |
The core items of deferred expenses include annual holiday benefits and bonus for employees.
As at 31 December 2017 the Group plans to make expenditures on tangible fixed assets in 2018 of minimum PLN 50 million. The amounts will be spent to purchase new machinery and plant in the Rottneros Group.
As at 31 December 2016 the Group planned expenditures on tangible fixed assets of no less than PLN 60 million in 2017.
As at 31 December 2017, the Company held the following contingent liabilities:
Arctic Paper S.A. and its subsidiaries are not a party to any legal cases filed in court against them.
Tax settlements and other areas of activity subject to specific regulations (like customs or FX matters) may be inspected by administrative bodies that are entitled to impose high penalties and sanctions. No reference to stable legal regulations in Poland results in lack of clarity and consistency in the regulations. Frequent differences of opinion as to legal interpretation of tax regulations – both inside state authorities and between state authorities and enterprises – generate areas of uncertainty and conflicts.
As a result, tax risks in Poland are much higher than in countries with a more developed tax system.
Tax settlements may be subject to inspections for five years from the beginning the year in which the tax was paid. As a result of inspections, the tax liability of the Group may be increased by additional tax liability. The Group believes that tax liabilies as at 31 december 2017 are adequate for identified and quantifiable tax risk, therefore no additional provisions have been recognised.
The related entities to the Arctic Paper S.A. Group are as follows:
The top management staff is composed of the President and Members of the Management Board of the Parent Entity as well as the Chairperson and Members of the Supervisory Board of the Parent Entity when in office.
The table below presents the total values of transactions with related parties in 2017 -2016:
| Interest – | Receivables | ||||||
|---|---|---|---|---|---|---|---|
| Sales to related | Purchases from | Interest – | financial | from related | Loan | Liabilities to | |
| Related Entity | entities | related entities | financial income | expense | entities | receivables | related entities |
| Nemus Holding AB | - | 1 384 | - | - | 4 006 | - | - |
| Thomas Onstad | - | - | - | 2 897 | - | - | 31 825 |
| Munkedal Skog | - | 304 | - | - | - | - | 1 |
| Progressio S.C. * | - | 195 | - | - | - | - | na |
| Total | - | 1 883 | - | 2 897 | 4 006 | - | 31 826 |
* by 31 August 2017
The receivables from Nemus Holding AB are overdue as at 31 December 2017 but they are compensated with payables for the provision of services.
Data for the period from 01 January 2016 to 31 December 2016 and as at 31 December 2016 (PLN thousand).
| Related Entity | Sales to related entities |
Purchases from related entities |
Interest – financial income |
Interest – financial expense |
Receivables from related entities |
Loan receivables |
Liabilities to related entities |
|---|---|---|---|---|---|---|---|
| Nemus Holding AB | 131 | 1 382 | - | - | 2 875 | - | 870 |
| Thomas Onstad | - | - | - | 4 275 | - | - | 62 442 |
| Progressio S.C. | - | 289 | - | - | - | - | 28 |
| Total | 131 | 1 671 | - | 4 275 | 2 875 | - | 63 340 |
The parent entity of the whole Group is Incarta Development S.A. In the financial years ended on 31 December 2017 and 31 December 2016 there were no transactions between the Group and Incarta Development S.A.
Nemus Holding AB is the parent entity for the Arctic Paper S.A. Group which as at 31 December 2017 held 58.28% ordinary shares in Arctic Paper S.A.
Trade receivables and payables usually have a payment term of 60 days for related entities. Transactions with related entities are carried out at arm's length.
Key management staff of the Company as at 31 December 2017 comprises two persons: President of the Management Board and a Member of the Management Board.
The remuneration paid to the management staff in the year ended on 31 December 2017 amounted to PLN 6,969 thousand (PLN 7,848 thousand in the year ended on 31 December 2016).
In 2016-2017 the Group Companies granted no loans to the management staff.
The table below presents the remuneration of the Company's key management staff in the Parent Entity:
| Year ended on | Year ended on | |
|---|---|---|
| Management Board | 31 December 2017 | 31 December 2016 |
| Short-term employee benefits | 6 506 | 7 504 |
| Post-employment retirement and medical benefits | 463 | 344 |
| Termination benefits | - | - |
| Total a m ount of rem unera tion d isb ursed to top m a na g eria l sta f f | 6 969 | 7 848 |
| Supervisory Board | ||
| Short-term employee benefits | 1 011 | 988 |
In 2016-2017 neither the Parent Entity, nor its subsidiary companies granted any loans to Members of the Management Board.
In the period covered with these consolidated financial statements there were no other transactions between the subsidiary companies and Members of the Management Board.
On 19 June 2017 Arctic Paper S.A. concluded an agreement with Ernst & Young Audyt Polska sp. z o.o. sp.k. with its registered office in Warsaw for the audit of the standalone financial statements of Arctic Paper S.A. and th e consolidated financial statements of the Group for 2017.
The table below presents the remuneration of the statutory auditor, paid or payable for the year ended on 31 December 2017 and 31 December 2016 by category of services:
| Year ended on 31 December 2017 |
Year ended on 31 December 2016 |
|
|---|---|---|
| Service typ e | ||
| Statutory audit of the annual financial statements | 310* | 325* |
| Statutory audit of the annual financial statements (branch AP S.A.) | 20 | 32 |
| Tax consultancy services | - | - |
| Other services | 60 | - |
| Tota l | 390 | 357 |
* - relates to Ernst & Young Audyt Polska sp. z o.o sp.k.
The fees do not include services provided to the other Group companies.
The Group's principal financial instruments comprise bank loans and borrowings, bonds, financial leases and hire purchase contracts. The main purpose of those financial instruments is to raise finance for the Group's operations. The Group also uses factoring with recourse for trade receivables. The main purpose for using the financial instrument is to quickly raise funds.Recivables from
factoring have been removed from the consolidated balance sheet as they met the conditions for such removal according to IAS 39.
The Group has various other financial instruments such as trade receivables and payables which arise directly from its operations. The core risks arising from the Group's financial instruments include: interest rate risk, liquidity
risk, FX risk and credit risk. The Management Board reviews and approves policies for managing each of those risks.
In the opinion of the Management Board – in comparison to the annual consolidated financial statements made as at
The Group is exposed to interest rate changes primarily with respect to its long-term financial liabilities.
Interest rate risk – sensitivity to fluctuations
The table below presents the sensitivity of gross profit to rationally feasible interest rate changes assuming no change to other factors (related to liabilities based on
variable interest rates). The calculations cover loans, SEK bonds and lease contracts with variable interest rates. For each currency the same growth of interest rate was assumed by 1 percentage point. At the end of each reporting period, the loans in each currency, SEK bonds and lease contracts were grouped and on the sums a growth by 1 percentage point was calculated.
| Increase by percentage points | ||
|---|---|---|
| Year ended on 31 December 2017 | ||
| PLN | +1% | (3) |
| EUR | +1% | (202) |
| SEK | +1% | (1 706) |
| Year ended on 31 December 2016 | ||
| PLN | +1% | (53) |
| EUR | +1% | (354) |
| SEK | +1% | (298) |
As a result of hedging a major part of the Group's debt resulting from the PLN and EUR loan agreements with the bank consortium at the end of 2016 and PLN bonds with interest rate SWAPs, th e Group's exposure to the risk of interest rate fluctuations was much mitigated.
The bond issue in SEK in H2 2017 increased the Group's exposure to interest rate risk.
The Group is exposed to transactional FX risk. This risk also takes place in the case of transactions in other currencies than the entity's measurement currency. The table below presents the sensitivity of the financial result and comprehensive income to rationally feasible fluctuations of USD, EUR, GBP and SEK rates assuming no changes to any other factors. The calculations cover all FX balance sheet items and a rate increase or decrease by 5% was applied. At the end of each reporting period, assets and liabilities were grouped by currency and a rate increase or decrease by 5% was calculated on the net position in each currency – assets minus liabilities. During the year, FX assets and liabilities remained stable.
| 2017 | ||||
|---|---|---|---|---|
| Impact of FX rate changes on gross profit | FX rate growth | Total impact | FX rate drop | Total impact |
| PLN – EUR | +5% | (4 089) | -5% | 4 089 |
| PLN – USD | +5% | (2 246) | -5% | 2 246 |
| PLN – GBP | +5% | 978 | -5% | (978) |
| PLN – SEK | +5% | (305) | -5% | 305 |
| SEK – EUR | +5% | 3 477 | -5% | (3 477) |
| SEK – USD | +5% | (675) | -5% | 675 |
| SEK – GPB | +5% | 1 597 | -5% | (1 597) |
Impact of financial instruments on other comprehensive income (due to
| differences on translation of foreign operations) | FX rate growth | Total impact | FX rate drop | Total impact |
|---|---|---|---|---|
| PLN – SEK | +5% | 8 062 | -5% | (8 062) |
| PLN – EUR | +5% | (323) | -5% | 323 |
31 December 2016 there have been no significant changes of the financial risk. There have been no changes to the objectives and policies of the management of the risk.
2016
| Impact of FX rate changes on gross profit | FX rate growth | Total impact | FX rate drop | Total impact |
|---|---|---|---|---|
| PLN – EUR | +5% | (6 565) | -5% | 6 565 |
| PLN – USD | +5% | (2 952) | -5% | 2 952 |
| PLN – GBP | +5% | 1 173 | -5% | (1 173) |
| PLN – SEK | +5% | (301) | -5% | 301 |
| SEK – EUR | +5% | 3 793 | -5% | (3 793) |
| SEK – USD | +5% | (153) | -5% | 153 |
| SEK – GBP | +5% | 1 276 | -5% | (1 276) |
| Impact of financial instruments on other comprehensive income (due to | ||||
| differences on translation of foreign operations) | FX rate growth | Total impact | FX rate drop | Total impact |
| PLN – SEK | +5% | 6 423 | -5% | (6 423) |
PLN – EUR +5% (1 600) -5% 1 600
The Group is exposed to the risk of decreasing sales prices as a result of intensifying competition in the market and the ris k of growing prices of raw materials due to restricted supply of raw materials in the market.
The Group enters into transactions solely with companies of a good financial standing. All customers who wish to use merchant credit are subject to preliminary verification procedures. Additionally, due to monitoring of the status of receivables on an ongoing basis, the Group's exposure to the risk of uncollectible receivables is limited. The Group treats all receivables that are not overdue and are not subject to any impairment charge, as collectible.
The Group monitors its risk of a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operating activity.
The Group's objective is to maintain balance between continuity and flexibility of funding by
With respect to other financial assets of the Group which comprise cash and cash equivalents, the Group's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the book value of those instruments. The Group has no major concentration of credit risk.
resorting to various funding sources such as overdraft facilities, bank loans, borrowings and bonds, financial lease contracts and hire purchase contracts.
The table below summarises the Group's financial liabilities at 31 December 2017 and as at 31 December 2016 by maturity based on contractual undiscounted payments.
| Less than 3 | ||||||
|---|---|---|---|---|---|---|
| As at 31 December 2017 | On demand | months | 3 to 12 months | 1 to 5 years | Over 5 years | Total |
| Interest-bearing loans, borrowings and bonds | - | 8 179 | 42 634 | 419 164 | - | 469 977 |
| Financial leasing | - | 23 837 | 1 119 | 4 236 | - | 29 192 |
| Trade and other payables | - | 441 047 | 49 902 | - | - | 490 949 |
| Other financial liabilities | 177 | 2 769 | 5 769 | - | - | 8 715 |
| 177 | 475 832 | 99 424 | 423 400 | - | 998 833 | |
| Less than | Over | |||||
| As at 31 December 2016 | On demand | 3 months | 3 to 12 months | 1 to 5 years | 5 years | Total |
| Interest-bearing loans, borrowings and bonds | - | 11 775 | 49 433 | 303 256 | 9 039 | 373 503 |
| Financial leasing | - | 367 | 5 412 | 34 006 | - | 39 785 |
| Trade and other payables | 1 | 432 331 | 55 959 | - | - | 488 291 |
| Other financial liabilities | 194 | 18 998 | 4 237 | - | - | 23 429 |
| 195 | 463 471 | 115 042 | 337 262 | 9 039 | 925 008 |
Additionally, the Group holds contingent liabilities totalling PLN 1,704 thousand as at 31 December 2017 (31 December 2016: PLN 1,831 thousand).
The Company holds the following financial instruments: cash on hand and in bank accounts, bank loans, borrowings, bonds, receivables, liabilities under financial leases, SWAP interest rate contracts, floor interest ra te options, forward FX contracts, FX corridor options, forward contracts for sales of pulp and forward contracts for the purchase of electricity.
Due to the fact that the book values of the financial instruments held by the Group do not materially differ from their fair value, the table below presents all financial instruments by their book values, split into categ ories of assets and liabilities.
| Book value | |||||
|---|---|---|---|---|---|
| Category in | |||||
| compliance with IAS | As at 31 | As at 31 | |||
| 39 | December 2017 | December 2016 | |||
| Fina ncia l a ssets | |||||
| Loans granted | L&R | - | - | ||
| Trade and other receivables | L&R | 305 368 | 315 077 | ||
| Hedging instruments* | 21 914 | 16 040 | |||
| Other financial assets (net of loans and hedging instruments)** | L&R | 7 293 | 6 092 | ||
| Cash and cash equivalents | FVTPL | 241 403 | 130 157 | ||
| Fina ncia l lia b ilities | |||||
| Interest-bearing bank loans and borrowings and bonds, of which: |
OFL | 412 016 | 330 831 | ||
| - interest-bearing long-term | OFL | 372 576 | 275 464 | ||
| - interest-bearing short-term | OFL | 39 440 | 55 367 | ||
| Liabilities under financial leases and rental contracts with | |||||
| purchase options, of which | 28 383 | 34 388 | |||
| - long-term | 3 945 | 30 082 | |||
| - short-term | 24 438 | 4 306 | |||
| Trade payables and other financial liabilities | 373 780 | 372 935 | |||
| Hedging instruments* | OFL | 8 539 | 4 699 |
* derivative hedging instruments meeting the requirements of hedge accounting
The table below presents items of revenues, expenses, profit and loss recognised in the profit and loss account, split into categories of financial instruments for the years ended on 31 December 2017 and 31 December 2016:
| Reversal / (establishment) |
Profit / (loss) on | ||||||
|---|---|---|---|---|---|---|---|
| Interest | of impairment | Revaluation | sales of financial | ||||
| Year ended on 31 December 2017 | income/(expense) | FX gains / (loss) | charges | profit/(losses) | instruments | Other | Total |
| Financial assets | |||||||
| Derivative instruments | - | - | - | (1 354) | - | 1 257 | (96) |
| Trade and other receivables | 51 | (12 358) | (67) | (2 862) | - | - | (15 235) |
| Other financial assets (net of loans and hedging instruments) | - | - | - | 3 365 | - | 1 348 | 4 713 |
| Cash and cash equivalents | 197 | (2 294) | - | (86) | - | - | (2 183) |
| Financial liabilities | |||||||
| Derivative instruments | - | 1 464 | - | (2 325) | - | - | (861) |
| Interest-bearing loans and borrowings | (18 031) | 1 786 | - | 2 762 | - | (2 164) | (15 647) |
| Liabilities under financial leases and rental contracts with purchase options | (1 595) | - | - | - | - | - | (1 595) |
| Trade payables | (146) | 15 576 | - | 2 600 | - | (354) | 17 677 |
| Reversal / | |||||||
|---|---|---|---|---|---|---|---|
| (establishment) | Profit / (loss) on | ||||||
| Interest | of impairment | Revaluation | sales of financial | ||||
| Year ended on 31 December 2016 | income/(expense) | FX gains / (loss) | charges | profit/(losses) | instruments | Other | Total |
| Financial assets | |||||||
| Derivative instruments | - | - | - | 15 785 | - | - | 15 785 |
| Trade and other receivables | 31 | 10 909 | 1 511 | 1 646 | - | - | 14 098 |
| Other financial assets (net of loans and hedging instruments) | - | - | - | (1 482) | - | 4 527 | 3 046 |
| Cash and cash equivalents | 177 | (3 387) | - | - | - | - | (3 210) |
| Financial liabilities | |||||||
| Derivative instruments | - | (3 636) | - | 343 | - | (2 020) | (5 313) |
| Interest-bearing loans and borrowings | (19 531) | (2 222) | - | (2 254) | - | (5 987) | (29 994) |
| Liabilities under financial leases and rental contracts with purchase options | (1 653) | - | - | - | - | - | (1 653) |
| Trade payables | (28) | (9 973) | - | (1 664) | - | (497) | (12 162) |
| Effect of changes | As at 31 | ||||||
|---|---|---|---|---|---|---|---|
| As at 1 | Changes from | in foreign | Changes in | Other | December | ||
| Year ended on 31 December 2017 | Note | January 2017 | financing cash flows | exchange rates | fair values | changes | 2017 |
| Non-current interest-bearing loans, borrowings and bonds | 32 | 275 464 | 145 214 | (8 662) | - | (39 440) | 372 576 |
| Non-current liabilities under finance leases and hire purchase | |||||||
| contracts | 32 | 30 082 | - | (1 873) | - | (24 264) | 3 945 |
| Current interest bearing loans, borrowings and bonds | 32 | 55 367 | (46 630) | (8 737) | - | 39 440 | 39 440 |
| Current liabilities under finance leases and hire purchase | |||||||
| contracts | 32 | 4 306 | (4 070) | (63) | - | 24 264 | 24 438 |
| Derivatives | 32 | 4 699 | - | - | 3 840 | - | 8 539 |
| Others | 32 | 17 681 | (17 066) | (438) | - | - | 177 |
| Tota l lia b ilities f rom f ina ncing a ctivities | 32 | 387 599 | 77 448 | (19 773) | 3 840 | 0 | 449 114 |
Other changes include reclassification within respective short and long term liabi lities.
The table below presents the book value of the financial instruments held by the Group, exposed to interest rate risk, split into specific age baskets:
| Variable interest rate |
|---|
| O ther f ina ncia l lia b ilities: |
| Liabilities under financial leases and rental contracts with |
31 December 2017
purchase options
| L oa ns, b orrowing s a nd b ond s | |||||||
|---|---|---|---|---|---|---|---|
| Revolving overdraft facility with BZ WBK S.A. in EUR | - | 20 064 | - | - | - | - | 20 064 |
| Bonds in SEK | - | - | - | - | 167 174 | - | 167 174 |
| Total loans, borrowings and bonds | - | 20 064 | - | - | 167 174 | - | 187 238 |
| TOTAL | 24 438 | 21 464 | 1 298 | 1 247 | 167 174 | 0 | 215 620 |
| 31 December 2017 | |||||||
| Fixed interest rate | <1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | >5 years | Total |
| L oa ns, b orrowing s a nd b ond s | |||||||
| Loan from EBRD TA in EUR | 9 143 | 8 658 | 8 158 | 7 692 | 7 176 | - | 40 827 |
| Loan from EBRD Capex A in EUR | 2 213 | 3 855 | 3 638 | 3 435 | 3 230 | - | 16 372 |
| Loan from BZ WBK in PLN | 2 577 | 2 372 | 2 173 | 1 975 | - | - | 9 098 |
| Loan from BNP in EUR | 2 316 | 2 190 | 2 071 | 1 944 | - | - | 8 521 |
| Bonds (in PLN) | 12 284 | 18 809 | 17 059 | 48 914 | - | - | 97 065 |
| Revolving overdraft facility with BNP in PLN | - | 426 | - | - | - | - | 426 |
| Revolving overdraft facility with BZ WBK S.A. in EUR | - | 20 646 | - | - | - | - | 20 646 |
| Loan from the owner /the core shareholder in EUR | 10 908 | 10 459 | 10 459 | - | - | - | 31 825 |
| TOTAL | 39 440 | 67 414 | 43 558 | 63 960 | 10 406 | - | 224 778 |
<1 year 1-2 years 2-3 years 3-4 years 4-5 years >5 years Total
24 438 1 400 1 298 1 247 - - 28 382
| 31 December 2016 | |||||||
|---|---|---|---|---|---|---|---|
| Variable interest rate | <1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | >5 years | Total |
| O ther f ina ncia l lia b ilities: | |||||||
| Liabilities under financial leases and rental contracts with | |||||||
| purchase options | 4 306 | 4 319 | 4 242 | 4 225 | 17 295 | - | 34 388 |
| L oans, b orrowing s a nd b ond s | |||||||
| Revolving overdraft facility with BNP in PLN | - | - | 5 000 | - | - | - | 5 000 |
| Revolving overdraft facility with BNP in EUR | - | - | 17 923 | - | - | - | 17 923 |
| Revolving overdraft facility with BZ WBK S.A. in PLN | - | - | 17 438 | - | - | - | 17 438 |
| Revolving overdraft facility with Danske Bank in SEK | 6 467 | - | - | - | - | - | 6 467 |
| Total loans, borrowings and bonds | 6 467 | - | 40 361 | - | - | - | 46 828 |
| TOTAL | 10 773 | 4 319 | 44 604 | 4 225 | 17 295 | 0 | 81 216 |
| 31 December 2016 | |||||||
| Fixed interest rate | <1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | >5 years | Total |
| L oans, b orrowing s a nd b ond s | 9941,14 | 9587 | 9030 | 8477 | 7960 | 7394 | 52 389 |
| Loan from EBRD TA in EUR | - | ||||||
| Loan from EBRD Capex A in EUR | 2639,12 | 2490 | 2281 | 2083 | 1887 | 0 | 11 380 |
| Loan from BZ WBK in PLN | 2 535 | 2 425 | 2 279 | 2 135 | 1 986 | - | 11 360 |
| Loan from BNP in EUR | 4 473 | 12 158 | 18 180 | 16 434 | 46 376 | 14 | 97 635 |
| Bonds | - | - | 5 000 | - | - | - | 5 000 |
| Revolving overdraft facility with BNP in PLN | - | - | 21 899 | - | - | - | 21 899 |
| Revolving overdraft facility with BNP in EUR | - | - | 21 899 | - | - | - | 21 899 |
| Revolving overdraft facility with BZ WBK S.A. in PLN | 17 818 | - | - | - | - | - | 17 818 |
| Loan from the owner/the core shareholder in EUR | 11 495 | 11 043 | 11 043 | 11 043 | - | - | 44 624 |
| Loan from the owner /the core shareholder in EUR | 48 900 | 37 703 | 91 611 | 40 172 | 58 209 | 7 408 | 284 003 |
| TOTAL | 48 900 | 37 703 | 91 611 | 40 172 | 58 209 | 7 408 | 284 003 |
Fixed interest reate of the loans and bonds is a result of the SWAP heding instruments.
As at 31 December 2017, the Group used cash flow hedge accounting for the following hedging items:
in order to hedge a part of inflows in USD related to pulp sales,
the Companies of the Rottneros Group designated for cash flow hedge accounting the FX forward derivatives for the sale of pulp in order to hedge the sale prices of pulp in SEK,
As at 31 December 2017, the Group used fair value hedge accounting for the following hedging items:
Arctic Paper S.A. designated floor option derivatives to hedge accounting to hedge interest payments, entitling to reduce EURIBOR for the interest rate of a part of the bank loan in EUR to the market level if the market EURIBOR falls under 0%.
Moreover, as at 31 December 2017, Arctic Paper Kostrzyn SA had FX corridor options, which were hedging a part of the cash flows in EUR regarding export sales and USD pulp expenses.
As at 31 December 2017, the Group's cash flows were hedged with forward FX contracts, forward contracts for purchases of electricity, forward contracts for sales of pulp and interest rate SWAPs.
Cash flow hedge accounting related to foreign currency trading using FX forward transactions
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting regarding the sale of EUR for SEK:
| Type of hedge | Cash flow hedge related to planned sales in foreign currencies | |
|---|---|---|
| Hedged position | The hedged position is a part of highly likely future cash inflows for exports | |
| Hedging instruments | FX forward contracts are used wherein the Company agrees to sell EUR for SEK | |
| Contract parameters: | ||
| Contract conclusion dates | 2 017 | |
| Maturity date | subject to contract; by 16.01.2018 | |
| Hedged amount | EUR 2 M | |
| Term exchange rate | 9.88 SEK/EUR |
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting regarding the sale of USD for SEK:
| Type of hedge | Cash flow hedge related to planned sales in foreign currencies | |
|---|---|---|
| Hedged position | The hedged position is a part of highly likely future cash inflows for exports | |
| Hedging instruments | FX forward contracts are used wherein the Company agrees to sell USD for SEK | |
| Contract parameters: | ||
| Contract conclusion dates | 2 017 | |
| Maturity date | subject to contract; by 02.02.2018 | |
| Hedged amount | USD 9.8 M | |
| Term exchange rate | 8.36 SEK/USD |
The table below presents detailed information concerning the hedging relationship in cash flow hedge accounting regarding sales of pulp:
| Type of hedge | Cash flow hedge related to sales of pulp |
|---|---|
| Hedged position | The hedged position is a part of highly likely future cash inflows for pulp sales |
| Hedging instruments | Forward contracts are used as the hedging item wherein the Company agrees to sell pulp for SEK |
| Contract parameters: | |
| Contract conclusion date | 2 017 |
| Maturity date | subject to contract; by 31.12.2018 |
| Hedged quantity of pulp | 42,000 tons |
| Term price | SEK 7,293/ton |
Cash flow hedge accounting related to electricity purchases with the use of forward transactions
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting related to electricity purchases:
| Type of hedge | Cash flow hedge related to planned purchases of electricity | |
|---|---|---|
| Hedged position | The hedged position is a part of highly likely future cash flows for electricity purchases | |
| Hedging instruments | Forward contract for the purchase of electricity at Nord Pool Exchange | |
| Contract parameters: | ||
| Contract conclusion date | sucject to contract; from 01.01.2015 | |
| Maturity date | indivsucject to contract; by 31.12.2021 | |
| Hedged quantity of electricity | 1.371.000 MWh | |
| Term price | from 16.50 to 30.70 EUR/MWh |
Cash flow volatility hedge accounting related to variable loan interest rate of the long -term loan with the use of SWAP transactions
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting related to payment of interest in EUR on the loan in EUR:
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan | ||
|---|---|---|---|
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR | ||
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
||
| Contract parameters: | |||
| Contract conclusion date | 21.11.2016 | ||
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 | ||
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 12 M. | ||
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan | ||
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR | ||
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
||
| Contract parameters: | |||
| Contract conclusion date | 18.07.2017 | ||
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 | ||
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 3,986 thousand. |
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan |
|---|---|
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2021 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 2.6 M. |
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term revolving credit facility |
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 3M EURIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 30.08.2019 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 9.9 M. |
The table below presents detailed information concerning the hedging rel ationship in the cash flow hedge accounting related to payment of interest in PLN on the loan in PLN:
| Type of hedge | Hedge of cash flows related to variable interest rate on the PLN long-term loan |
|---|---|
| Hedged position | Future PLN interest flows on PLN loan calculated on the basis of 6M WIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in PLN on the PLN loan on the basis of a fixed interest rate |
| Contract parameters: Contract conclusion date |
21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2021 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of PLN 11.5 M. |
| Type of hedge | Hedge of cash flows related to variable interest rate on the PLN long-term revolving credit facility |
| Hedged position | Future PLN interest flows on PLN loan calculated on the basis of 3M WIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in PLN on the PLN loan on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 30.08.2019 |
| Type of hedge | Hedge of cash flows related to variable interest rate on the PLN bonds |
|---|---|
| Hedged position | Future PLN interest flows in PLN loan calculated on the basis of interest payments on PLN bonds at 6M WIBOR |
| Hedging instruments | The hedging item is a SWAP transaction under which the Company agreed to pay interest in PLN on the PLN bonds on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the bond issue agreement; by 31.08.2021 |
| Hedged value | interest payable in line with the payment schedule under of interest of PLN 100 M. |
As at 31 ecember 2017 the fair value was hedged with floor options.
| Type of hedge | The right to reduce cash flows under payment of interest due to decrease of EURIBOR below 0% |
|---|---|
| Hedged position | The hedged item are future EUR interest flows in EUR related to a loan in EUR calculated on the basis of 6M EURIBOR |
| Hedging instruments | The hedging item is a floor option under which the Company acquires the right to pay interest in EUR on the basis of EURIBOR below 0% |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 12 M |
| Type of hedge | The right to reduce cash flows under payment of interest due to decrease of EURIBOR below 0% |
| Hedged position | The hedged item are future EUR interest flows in EUR related to a loan in EUR calculated on the basis of 6M EURIBOR |
| Hedging instruments | The hedging item is a floor option under which the Company acquires the right to pay interest in EUR on the basis of EURIBOR below 0% |
| Contract parameters: | |
| Contract conclusion date | 18.07.2017 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 3,986 thousand. |
The table below presents detailed information concerning the FX corridor options regarding the sale of EUR for USD:
| Type of hedge | Cash flow hedge related to planned sales in foreign currencies |
|---|---|
| Hedged position | The hedged position is a part of highly likely future cash inflows for exports |
| Hedging instruments | FX corridor options wherein the Company bought the right to sell EUR for PLN and sold the right to buy EUR with PLN |
| Contract parameters: | |
| Contract conclusion dates | 25.08.2017 |
| Maturity: | sucject to contract; by 29.03.2018 |
| Hedged amount | EUR 6.0 M |
| Term exchange rate |
The table below presents the fair value of hedging instruments in cash flow, fair value and FX corridor options hedge accounting as at 31 December 2017 and the comparative data:
| Status as at 31 December 2017 | Status as at 31 December 2016 | |||
|---|---|---|---|---|
| Assets | Equity and Liabilities | Assets | Equity and Liabilities | |
| FX forward | 849 | 1 170 | - | 462 |
| Forward on pulp sales | - | 3 394 | 3 695 | - |
| SWAP | - | 3 604 | - | 4 580 |
| Floor option | - | 370 | - | (343) |
| Forward for electricity | 21 065 | - | 12 345 | - |
| Tota l hed g ing d eriva tive instrum ents | 21 914 | 8 539 | 16 040 | 4 699 |
The table below presents the nominal value of derivative instruments as at 31 December 2017:
| 1 year | 1 to 5 years | Over 5 years | Total | |
|---|---|---|---|---|
| FX forward: | ||||
| Sold currency (in '000 EUR) | 8 000 | - | - | 8 000 |
| Sold currency (in '000 USD) | 9 800 | - | - | 9 800 |
| Purchased currency (in '000 USD) | 6 489 | - | - | 6 489 |
| Forward for electricity: | ||||
| Purchased energy (in '000 PLN) | 41 308 | 86 397 | - | 127 706 |
| Forward on pulp sales | ||||
| Pulp sold (in tons) | 42 000 | - | - | 42 000 |
| interest rate SWAP | ||||
| principal repayment (in '000 PLN) | 28 532 | 164 421 | - | 192 953 |
The table below presents the amounts related to hedge accounting that were recognised in 2017 by the Group in profit and loss and in the total comprehensive income statement:
| Year ended 31 December 2017 |
|
|---|---|
| Other reserves in reference to the measurement as at 31 December 2017 – changes of fair value measurement of hedging derivative instruments due to the hedged risk, corresponding to effective |
|
| hedging | 5 887 |
| Ineffective part of the change in fair value measurement due to the hedged risk, recognised in financial | |
| income or expenses | 116 |
| The period of the anticipated hedged flows J |
1 January 2018 - 31 December 2021 |
The table below presents changes to other reserves due to hedge accounting in 2017:
Year ended 31 December 2017
| Other reserves as at 01 January 2017 | 4 221 |
|---|---|
| Deferral to changes of fair value measurement of the hedging derivative instruments due to the hedged risk, corresponding to the effective hedge |
|
| 1 783 | |
| The amount of the changes of fair value measurement of the hedging derivative instruments due to the hedged risk, removed from the revaluation reserve and transferred to financial income or expenses |
|
| (116) | |
| Other reserves as at 31 December 2017 | 5 887 |
The amounts in the tables include deferred tax effect.
The primary objective of the Group's capital management is to maintain a strong credit rating and healthy capital ratios in order to support the Group's business operations and maximise the shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in the economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to its shareholders, return capital to the shareholders or issue
new shares. No changes were made in the objectives, policies or processes during the year ended on 31 December 2017 and 31 December 2016. The Group monitors its equity using a leverage ratio, which
is net debt divided by total equity plus net debt. The Group's policy is to keep the leverage ratio between 0.30 and 0.55. The Group includes interest bearing loans and borrowings, trade and other payables, net of cash and cash equivalents within its net debt.
| As at | As at | ||
|---|---|---|---|
| 31 December 2017 | 31 December 2016 | ||
| Arctic Paper S.A. Group | (revised) | ||
| Interest-bearing loans, borrowings and debt instruments and other financial liabilities | 449 114 | 387 599 | |
| Trade and other payables | 423 868 | 399 727 | |
| Minus cash and cash equivalents | (241 403) | (130 157) | |
| Net debt | 631 580 | 657 169 | |
| Equity | 791 294 | 789 543 | |
| Equity and net debt | 1 422 874 | 1 446 712 | |
| L evera g e ra tio | 0, 44 | 0, 45 |
In comparison to the annual financial statements for 2016, the financial gearing ratio decreased from 0.47 to 0.46.
The average headcount in the Group in the years ended on 31 December 2017 and 31 Decem ber 2016 was as follows:
| As at 31 December 2017 |
As at 31 December 2016 |
|
|---|---|---|
| Management Board of the Parent Entity | 2 | 5 |
| Management Boards of Group entities | 32 | 27 |
| Administration | 137 | 108 |
| Sales Department | 143 | 152 |
| Production Division | 1 264 | 1 291 |
| Other | 161 | 171 |
| Total | 1 739 | 1 754 |
Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB, Arctic Paper Grycksbo AB and the companies of the Rottneros Group, are all part of the European Union Emission Trading Scheme. The previous period to exercise rights to issues lasted from 1 January 2008 to 31 December 2012. New allocations cover the period from 1 January 2013 to 31 December 2020. The tables below specify the allocation for 2013-2020 and the usage of emission rights by each of the four entities in 2013- 2017.
| (in tonnes) for Arctic Paper Kostrzyn S.A. | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Allocation* | 108 535 | 105 434 | 102 452 | 99 840 | 97 375 | 94 916 | 92 454 | 90 009 |
| Unused quantity from previous years | 348 490 | 306 448 | 263 932 | 203 917 | 133 061 | - | - | - |
| Issue | (150 577) | (147 950) | (162 467) | (170 696) | (142 784) | |||
| Purchased quantity | - | - | - | - | - | |||
| Sold quantity | - | - | - | - | - | |||
| Unused quantity | 306 448 | 263 932 | 203 917 | 133 061 | 87 652 | |||
| (in tonnes) for Arctic Paper Munkedals AB | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| Allocation* | 44 238 | 43 470 | 42 692 | 41 907 | 41 113 | 40 311 | 39 499 | 38 685 |
| Unused quantity from previous years | 24 305 | 67 262 | 107 325 | 17 559 | (11 572) | |||
| Issue | (1 281) | (3 407) | (32 465) | (21 038) | (40 160) | |||
| Purchased quantity | - | - | 7 | - | - | |||
| Sold quantity | - | - | (100 000) | (50 000) | - | |||
| Unused quantity | 67 262 | 107 325 | 17 559 | (11 572) | (10 619) ** | |||
| (in tonnes) dla Arctic Paper Grycksbo AB | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| Allocation* | 77 037 | 75 689 | 74 326 | 72 948 | 71 556 | 70 151 | 68 730 | 67 304 |
| Unused quantity from previous years | 69 411 | 111 448 | 734 | 60 | 1 008 | |||
| Issue | - | - | - | - | - | |||
| Purchased quantity | - | - | - | - | - | |||
| Sold quantity | (35 000) | (186 403) | (75 000) | (72 000) | (70 000) | |||
| Unused quantity | 111 448 | 734 | 60 | 1 008 | 2 564 | |||
| (in tonnes) for Rottneros' subsidiaries | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| Allocation* | 30 681 | 30 484 | 29 938 | 29 387 | 28 830 | 28 268 | 27 698 | 27 127 |
| Unused quantity from previous years | 72 888 | 90 522 | 101 986 | 104 991 | 113 085 | |||
| Issue | (13 047) | (19 020) | (26 933) | (21 293) | (18 707) | |||
| Purchased quantity | - | - | - | - | - | |||
| Sold quantity | - | - | - | - | - | |||
| Unused quantity | 90 522 | 101 986 | 104 991 | 113 085 | 123 208 |
* - the values are an estimate made by AP Kostrzyn on the basis of information on the allocation of emission rights for entities in the EU ETS system, calculated pursuant to the provisions of Art. 10a of the ETS Directive. As of the date hereof, no valid domestic Regulations exist.
** - any deficit of emission rights as at 31 December 2017 will be covered from the new allocation for 2018, available before the rights for 2017 have to be accounted for
In 2014, pursuant to Art. 91.1.1 of the Act of 10 April 1997 – Energy Law, as amended, AP Kostrzyn obtained property rights to Certificates of Origin confirming the generation of electricity in a highly efficient gas fuelled cogeneration unit.
For the cogeneration of electricity, in 2017 the Company acquired the following rights: yellow certificates 165 210 651 MWh (2016: 192 360 272 MWh), red certificates 58 586 736 MWh (2016: 41 802 763 MWh). In 2017 revenues obtained from the certificates was PLN 19,825 thousand (2016: PLN 23,618 thousand).
Property rights to certificates of origin confirming the cogeneration of electricity are also held by AP Grycksbo and companies in the Rottneros Group.
For the cogeneration of electricity, in 2017 the AP Grycksbo acquired the following rights: green certificates 14 540 MWh (2016: 15 297 MWh). In 2017 revenues obtained from the sale of the certificates was PLN 373 thousand (2016: PLN 628 thousand).
For the cogeneration of electricity, in 2017 the companies in the Rottneros Group acquired the following rights:
green certificates 136 000 MWh (2016: 124 870 MWh). In 2017 revenues obtained from the sale of the certificates was PLN 645 thousand (2016: PLN 1,153 thousand). Revenues related to the certificates in cogeneration are recognised as a reduction of internal costs of sales in the profit and loss account.
Since 2016 has been leading the PULPACKTION project funded in 74% by the European Union. The project for the total amount of SEK 120 million is aimed at further development of ecological packaging. Twelve entities from the European Union are beneficiaries of the project. All funds will be disbursed to Rottneros to be further redistributed to the other beneficiaries. The share of
Arctic Paper Kostrzyn S.A. operates in the Kostrzyńsko-Słubicka Specjalna Strefa Ekonomiczna (Special Economic Zone – KSSSE). Based on the permission issued by the Kostrzyńsko-Słubicka Specjalna Strefa Ekonomiczna S.A. it benefits from an investment tax relief as regards the activities carried out under the permission.
The tax exemption is of conditional nature. The provisions of the Act on special economic zones provide that such tax relief may be revoked if at least one of the following occurs:
Based on the permit issued on 25 August 2006, the Company may benefit from the exemption to 15 November 2017. Item I of the permit relating to the date by which the Rottneros in the EU subsidies will be SEK 25 million. The project was commenced in October 2016 and will last 4 years.
The value of grants as at 31 December 2017 amounted PLN 220 thousand.
Company may enjoy the permit was deleted by Decision of the Minister of Economy No. 321/IW/14 of 6 November 2014. Now the Company is entitled to use the permit by 2026 or by the date SSE exist in Poland pursuant to the applicable regulations. The permit may be used subject to the incurrence in the zone of capital expenditures within the meaning of Art. 6 of the Regulation of the Council of Ministers of 14 September 2004 on the Kostrzyńsko-Słubicka Specjalna Strefa Ekonomiczna (Special Economic Zone), underlying the calculation of public aid in compliance with Art. 3 of the Regulation with the value in excess of EUR 40,000 thousand by 31 December 2013, translated at the EUR mean rate published by the President of the National Bank of Poland on the actual expenditure date. Creation in Zone minimum five new jobs within the meaning of Art. 3.3 and Art. 3.6 of the Regulation by 31 December 2011 and maintaining the employment level of minimum 453 people during the period from 1 January 2012 to 31 December 2013. These conditions were datisfied.
The conditions of the exemption have not changed in the reporting period. The Group has not been inspected by any competent body.
During the period from 25 August 2006 to 31 December 2017, the Company incurred eligible investment expenditures classified as (non-discounted) expenditure in KSSSE in the amount of PLN 227,102 thousand. During the period, the discounted amount of related public aid was PLN 61,365 thousand.
If the eligible investment expenditures incurred are not covered with income of the current year, the Company recognises a deferred income tax asset on the surplus.
The amount of deferred income tax asset recognised with reference to the expenditures incurred in KSSSE amounted to PLN 8,622 thousand as at 31 December 2017 (31 December 2016: PLN 15,280 thousand).
On 7 January 2018, Arctic Paper SA granted a loan to its subsidiary Arctic Paper Grycksbo AB of EUR 5.56 M to cover repayment under lease contracts with Svenska Handelsbanken AB. In the same time th Company applied to the current consortium of the financing banks (Bank Zachodni WBK S.A. oraz Bank BGŻ BNP Paribas S.A.) to grant consent to contract financial indebtedness in the form of a term facility of up to PLN 25,820 thousand as an additional tranche under the facilities agreement of 9 September 2016, in order to finance or refinance repayment of Arctic Paper G rycksbo AB's indebtedness under a lease granted by Svenska Handelsbanken AB. Such consent was alredy grated as at 20 February 2018 by the Bondholders' Meeting. Currently the Company is completing the documentation regarding the abovementioned additional tranche.
The Management Board of Arctic Paper has adopted a long term financial target of EBIT 10 percent. The Management Board has also adopted a new strategy for its paper business – A Future in Paper - Strategic Agenda 2022 – showing the way to a growing and more profitable business. The new general business strategy consists of six strategic initiatives:
Implementation of the strategy has already begun, which means that different entities and functions are working with action plans based on these strategic initiatives.
From the balance sheet date until the day of publishing of these financial statements, there were no other events which might have a material impact on the Group's financial and capital position.
Signatures of the Members of the Management Board
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Per Skoglund | 9 April 2018 | |
| Member of the Management Board Chief Financial Officer |
Göran Eklund | 9 April 2018 |
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