Annual Report • Nov 10, 2016
Annual Report
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ARCTIC PAPER S.A. CAPITAL GROUP Consolidated quarterly report for Q3 2016
TRANSLATORS EXPLANATORY NOTE
The following document is a free translation of the report of the above-mentioned Company. In the event of any discrepancy in interpreting the terminology, the Polish version is binding.
| Introduction 3 |
|---|
| Information on the report 3 |
| Definitions and abbreviations 3 |
| Forward looking statements 7 |
| Management Board's report from operations of the Arctic Paper S.A. Capital Group to the report for Q3 2016 8 |
| Description of the business of the Arctic Paper Group 9 |
| General information 9 |
| Capital Group structure 11 |
| Changes in the capital structure of the Arctic Paper |
| Group 11 |
| Shareholding structure 11 |
| Summary of consolidated financial results 12 |
| Consolidated income statement 12 |
| Statement of financial position 17 |
| Consolidated cash flows 21 |
| Summary of standalone financial results 22 |
| Standalone income statement 22 |
| Statement of financial position 25 |
| Cash flows 27 |
| Relevant information and factors affecting the financial |
| results and the assessment of the financial standing 28 |
| Key factors affecting the performance results 28 |
| Unusual events and factors 29 |
| Impact of changes in Arctic Paper Group's structure on |
| the financial result 29 |
| Obtaining of new funding 29 |
| Bond issue 33 |
| Debt repayment by Arctic Paper Kostrzyn S.A. 33 |
| Other material information 34 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 quarter 37 |
| Risk factors 37 |
| Supplementary information 38 |
| Management Board position on the possibility to achieve |
| the projected financial results published earlier 38 |
| Changes in holdings of the Issuer's shares or rights to |
| shares by persons managing and supervising Arctic |
| Paper S.A. 38 |
| Information on sureties and guarantees 38 Material off-balance sheet items 40 |
| Information on court and arbitration proceedings and | ||
|---|---|---|
| proceedings pending before public administrative |
||
| authorities 40 | ||
| Information on transactions with related parties executed | ||
| on non-market terms and conditions 40 | ||
| Abbreviated quarterly consolidated statements for the | ||
| period of nine months ended on 30 September 2016 | 42 | |
| Consolidated financial statements and selected financial | ||
| data | 44 | |
| Selected consolidated financial data 44 | ||
| Consolidated income statement 45 Consolidated statement of total comprehensive income 46 |
||
| Consolidated balance sheet 47 | ||
| Consolidated cash flow statement 48 | ||
| Consolidated statement of changes in equity 49 | ||
| Standalone financial statements and selected financial | ||
| data | 52 | |
| Standalone income statement 53 | ||
| Standalone comprehensive income statement 54 | ||
| Standalone balance sheet 55 | ||
| Standalone cash flow statement 56 | ||
| Standalone statement of changes in equity 57 | ||
| Additional explanatory notes 59 | ||
| 1. | General information 59 | |
| 2. | Management and supervisory bodies 62 | |
| 3. | Approval of the financial statements 63 | |
| 4. | Basis of preparation of the consolidated financial | |
| statements 63 | ||
| 5. | Significant accounting principles (policies) 63 | |
| 6. 7. |
Seasonality 67 Information on business segments 67 |
|
| 8. | Discontinued operations 73 | |
| 9. | Dividend paid and proposed 74 | |
| 10. | Earnings per share 75 | |
| 11. | Interest-bearing bank loans and bonds 76 | |
| 12. | Equity securities 82 | |
| 13. | Financial instruments 82 | |
| 14. | Financial risk management objectives and policies 87 | |
| 15. | Capital management 87 | |
| 16. | Contingent liabilities and contingent assets 87 | |
| 17. | Legal claims 88 | |
| 18. | CO2 emission rights 88 | |
| 19. | Government grants and operations in the Special | |
| Economic Zone 89 | ||
| 20. | Material events after the balance sheet date 90 |
This Consolidated Quarterly Report for Q3 2016 was prepared in accordance with the Minister of Finance Regulation of 25 May 2016 amending the Regulation on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent (Journal of Laws of 2016, item 860, as amended) and a part of the abbreviated consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), in particular in accordance with International Accounting Standard No. 34 and IFRS approved by the EU. IFRS comprise standards and interpretations accepted by the International Accounting Standards Board (IASB) and the International Financial Reporting Standards Interpretation Committee (IFRIC). The abbreviated consolidated financial statements do not comprise all information and disclosures required in the annual consolidated financial statements which are subject to mandatory audit and therefore they should be read in conjunction with the consolidated financial statements of the Group for the year ended on 31 December 2015.
Certain selected information contained in this report comes from the Arctic Paper Group management accounting system and statistics systems.
This consolidated quarterly report presents data in PLN, and all figures, unless otherwise indicated, are given in thousand PLN.
Unless the context requires otherwise, the following definitions and abbreviations are used in the whole document:
| Arctic Paper, Company, Issuer, Parent Company, AP |
Arctic Paper Spółka Akcyjna with its registered office in 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, AP Kostrzyn, APK |
Arctic Paper Kostrzyn Spółka Akcyjna with its registered office in Kostrzyn nad Odrą, Poland |
| Arctic Paper Munkedals, AP Munkedals, APM |
Arctic Paper Munkedals AB with its registered office in 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, AP Grycksbo, APG |
Arctic Paper Grycksbo AB with its registered office in Kungsvagen, Grycksbo, Sweden |
| Paper Mills | Arctic Paper Kostrzyn, Arctic Paper Munkedals, Arctic Paper Grycksbo, Arctic Paper Mochenwangen (by the end of December 2015) |
| Arctic Paper Investment AB, API AB | Arctic Paper Investment AB with its registered office in Göteborg, Sweden |
| Arctic Paper Investment GmbH, API GmbH |
Arctic Paper Investment GmbH with its registered office in Wolpertswende, Germany |
| Arctic Paper Verwaltungs | Arctic Paper Verwaltungs GmbH with its registered office in Wolpertswende, Germany |
| Arctic Paper Immobilienverwaltungs | Arctic Paper Immobilienverwaltungs GmbH & Co. KG with its registered office in Wolpertswende, Germany |
|---|---|
| Kostrzyn Group | Arctic Paper Kostrzyn Spółka Akcyjna with its registered office in Kostrzyn nad Odrą and EC Kostrzyn Sp. z o.o. with its registered office in Kostrzyn nad Odrą |
| Mochenwangen Group | Arctic Paper Investment GmbH, Arctic Paper Mochenwangen GmbH, Arctic Paper Verwaltungs GmbH, Arctic Paper Immobilienverwaltungs GmbH & Co.KG (disclosed in this report as discontinued operations) |
| Grycksbo Group | From 8 July 2014: Arctic Paper Grycksbo AB, formerly: Arctic Paper Grycksbo AB and Grycksbo Paper Holding AB |
| Sales Offices | 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 in Greve (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 Ireland Ltd with its registered office in Dublin (Ireland); liquidated as at 25 October 2016 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 Kolbotn (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 | Arctic Paper Finance AB with its registered office in Göteborg, Sweden |
| Rottneros, Rottneros AB | Rottneros AB with its registered office in Sunne, Sweden |
| Rottneros Group, Rottneros AB Group | 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 office in Söderhamn, Sweden; Rottneros Packaging AB with its registered office in Stockholm, Sweden; SIA Rottneros Baltic with its registered office in Ventspils, Latvia |
| Pulp Mills | Rottneros Bruk AB in Sunne, Sweden; Vallviks Bruk AB with its registered office in Söderhamn, Sweden |
| Rottneros Purchasing Office | SIA Rottneros Baltic with its registered office in Latvia |
| Office Kalltorp | Kalltorp Kraft Handelsbolaget with its registered office in Trollhattan, Sweden |
| Nemus Holding AB | Nemus Holding AB with its registered office in Göteborg, Sweden |
| Thomas Onstad | The Issuer's core shareholder, holding directly and indirectly 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, Group's Management Board |
Management Board of Arctic Paper S.A. |
| Supervisory Board, Issuer's Supervisory Board, Company's Supervisory Board, Group's Supervisory Board, SB |
Supervisory Board of Arctic Paper S.A. |
| GM, General Meeting, Issuer's General | General Meeting of Arctic Paper S.A. |
Meeting, Company's General Meeting
| EGM, Extraordinary General Meeting, Issuer's Extraordinary General Meeting, Company's Extraordinary General Meeting |
Extraordinary General Meeting of Arctic Paper S.A. |
|---|---|
| Articles of Association, Issuer's Articles of Association, Company's Articles of Association |
Articles of Association of Arctic Paper S.A. |
| 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 |
| KDPW, Depository | Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna 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 |
| BHKP | Bleached Hardwood Kraft Pulp |
Definitions of selected terms and financial indicators and abbreviations of currencies
| Sales profit margin | Ratio of sales profit (loss) to sales income from continuing operations |
|---|---|
| EBIT | Profit on continuing operating activity (Earnings Before Interest and Taxes) |
| EBIT profitability, operating profitability, operating profit margin |
Ratio of operating profit (loss) to sales income from continuing operations |
| EBITDA | Operating profit from continuing operations plus depreciation and amortisation and impairment charges (Earnings Before Interest, Taxes, Depreciation and Amortisation) |
| EBITDA profitability, EBITDA margin | Ratio of operating profit plus depreciation and amortisation and impairment charges to sales income from continuing operations |
| Gross profit margin | Ratio of gross profit (loss) to sales income from continuing 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-non-current assets ratio | Ratio of equity to non-current assets |
| Interest-bearing debt-to-equity ratio | Ratio of interest-bearing debt and other financial liabilities to equity |
| Net debt-to-EBITDA ratio | Ratio of interest-bearing debt minus cash to EBITDA from continuing operations |
|---|---|
| Solidity ratio | Ratio of equity (calculated in compliance with Swedish GAAP accounting principles) to assets |
| Interest coverage | Ratio of interest value (less of financial lease interest) to 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 |
| Quick ratio | Ratio of current assets minus inventory and short-term accruals, prepayments and deferred costs to current liabilities |
| Acid test ratio | Ratio of total cash and similar assets to current liabilities |
| DSI | Days Sales of Inventory, ratio of inventory to cost of sales multiplied by the number of days in the period |
| DSO | Days Sales Outstanding, ratio of trade receivables to sales income from continuing operations multiplied by the number of days in the period |
| DPO | Days Payable Outstanding, Ratio of trade payables to cost of 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. |
| p.p. | Percentage point – difference between two amounts of one item given in percentage |
| PLN, zł, złoty | Monetary unit of the Republic of Poland |
| gr | grosz – 1/100 of one zloty (the monetary unit of the Republic 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 |
| USD | United States dollar, the legal tender in the United States of America |
| IAS | International Accounting Standards |
| IFRS | International Financial Reporting Standards |
| GDP | Gross Domestic Product |
| Other definitions and abbreviations |
Series A Shares 50,000 Shares of Arctic Paper S.A. A series ordinary shares of PLN 1 each
| Series B Shares | 44,253,500 Shares of Arctic Paper S.A. B series ordinary shares of PLN 1 each |
|---|---|
| Series C Shares | 8,100,000 Shares of Arctic Paper S.A. C series ordinary shares of PLN 1 each |
| Series E Shares | 3,000,000 Shares of Arctic Paper S.A. E series ordinary shares of PLN 1 each |
| Series F Shares | 13,884,283 Shares of Arctic Paper S.A. F series ordinary shares of the nominal value of PLN 1 each |
| Shares, Issuer's Shares | Series A, Series B, Series C, Series E, and Series F Shares jointly |
The information contained in this report which does not relate to historical facts relates to forward 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 not 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 known and unknown risks and uncertainties and other factors that could cause the actual results to differ materially from the historical 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.
Management Boards report from operations of the Arctic Paper S.A. Capital Group to the report for Q3 2016
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 advertising industry. In connection with acquisition of the Rottneros Group in December 2012, our assortment was expanded with the production of pulp. As on the day hereof, the Arctic Paper Group employs approx. 1,700 people in its Paper Mills, Pulp Mills, companies dealing in paper distribution and sales, and a company dealing in timber procurement for pulp production. The Group's Paper Mills are located in Poland and Sweden, and have total production capacity of more than 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. The Pulp Mills are located in Sweden and have total production capacity of 400,000 tons per year. The Group has seventeen Sales Offices which handle distribution and marketing of products offered by the Group providing access to all European markets, including Central and Eastern Europe. Our consolidated sales revenues for three quarters of 2016 amounted to PLN 2,260 million.
Arctic Paper S.A. is a holding company set up in April 2008. The Parent Company 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 Company holds statistical number REGON 080262255.
The principal business of the Arctic Paper Group is paper production and sales.
The Group's additional business, partly subordinate to paper production, covers:
As on 30 September 2016 as well as on the day hereof, the Group owned the following Paper Mills:
■ the Paper Mill in Kostrzyn nad Odrą (Poland) has the production capacity of about 285,000 tons per year and mainly produces uncoated wood-free paper for general printing use such as printing books, brochures and forms, and for producing envelopes and other paper products;
■ the Paper Mill in Munkedal (Sweden) has the production capacity of about 160,000 tons per year and mainly produces fine uncoated wood-free paper used primarily for printing books and high-quality brochures;
■ the Paper Mill in Grycksbo (Sweden) has the production capacity of about 260,000 tons per year and produces
The Paper Mill in Mochenwangen (Germany) had the production capacity of about 115,000 tons. The production in the Paper Mill was discontinued at the end of 2015;
coated wood-free paper used for printing maps, books, magazines, posters and printing of advertising materials.
As on 30 September 2016 as well as on the day hereof, the Group owned the following Pulp Mills:
The product assortment of the Arctic Paper Group covers:
Uncoated wood-free paper, in particular:
Coated wood-free paper, in particular:
■ coated woodfree paper, manufactured under the G-Print and Arctic brands, used primarily for printing of books, magazines, catalogues, maps, personalised direct mail correspondence.
Uncoated wood-containing paper, in particular:
■ premium wood containing bulky book paper that we produce and distributed under the Munken brand, of Vallvik pulp mill production is known as NBSK pulp. The unbleached sulphate pulp produced by the mill is characterised with a high level of purity. The high quality of this pulp, which has been achieved over the years, made Vallvik the global leader in deliveries of this type of pulp, which is used, among others, in the production of power transformers and in the cable industry.
was developed specially for multi-colour and B/W printing of books;
As a result of the discontinued production in the Paper Mill in Mochenwangen, the assortment of uncoated woodcontaining paper no longer contains two types of paper: Pamo and L-Print.
Unbleached sulphate pulp:
■ fully bleached sulphate pulp and unbleached sulphate pulp used primarily to produce printing and writing paper, cardboard, toilet paper and white packaging paper.
Mechanical fibre pulp:
■ chemo thermo mechanical pulp (CTMP) and groundwood which are used mainly for production of printing and writing papers.
The Arctic Paper Capital Group comprises Arctic Paper S.A., as the Parent Company, 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.
Details on the organisation of the Arctic Paper S.A. Capital Group along with identification of the consolidated entities are specified in note 2 in the abbreviated consolidated financial statements, further below in this quarterly report.
In Q3 2016, no changes in the capital structure of the Arctic Paper Group occurred.
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 30 September 2016) 40,006,449 shares of our Company, which constitutes 57.74% of its share capital and corresponds to 57.74% 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 5,848,658 shares representing 8.44% of the total number of shares in the Company, and indirectly via an entity other than Nemus Holding AB – 1,350,000 shares accounting for 1.95% of the total number of shares of the Issuer.
| as at 10.11.2016 | as at 29.08.2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Share in the | Share in the | |||||||
| Share in the | total number of | Share in the | total number of | |||||
| Number of | share capital | Number of | votes | Number of | share capital | Number of | votes | |
| Shareholder | shares | [% ] | votes | [% ] | shares | [% ] | votes | [% ] |
| Thomas Onstad | 47 205 107 | 68,13% | 47 205 107 | 68,13% | 47 205 107 | 68,13% | 47 205 107 | 68,13% |
| - indirectly via | 41 356 449 | 59,69% | 41 356 449 | 59,69% | 41 356 449 | 59,69% | 41 356 449 | 59,69% |
| Nemus Holding AB | 40 006 449 | 57,74% | 40 006 449 | 57,74% | 40 006 449 | 57,74% | 40 006 449 | 57,74% |
| other entity | 1 350 000 | 1,95% | 1 350 000 | 1,95% | 1 350 000 | 1,95% | 1 350 000 | 1,95% |
| - directly | 5 848 658 | 8,44% | 5 848 658 | 8,44% | 5 848 658 | 8,44% | 5 848 658 | 8,44% |
| Other | 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% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
The data in the above table is provided as of the date hereof and as of the publication date of the semi-annual report for 2016. The data in the above table as at 10 November 2016 will also apply as at 30 September 2016.
| Change % | Change % | Change % | ||||||
|---|---|---|---|---|---|---|---|---|
| 3Q | 2Q | 3Q | YTD | YTD | 3Q2016/ | 3Q2016/ | YTD 2016/ | |
| PLN thousand | 2016 | 2016 | 2015 | 2016 | 2015 | 2Q2016 | 3Q2015 | YTD 2015 |
| Sales revenues | 759 981 | 721 265 | 730 700 | 2 259 806 | 2 190 052 | 5,4 | 4,0 | 3,2 |
| of which: | ||||||||
| Sales of paper | 569 288 | 539 552 | 546 755 | 1 698 689 | 1 632 726 | 5,5 | 4,1 | 4,0 |
| Sales of pulp | 190 693 | 181 713 | 183 945 | 561 117 | 557 326 | 4,9 | 3,7 | 0,7 |
| Profit / (loss) on sales | 121 732 | 106 823 | 111 566 | 346 589 | 323 725 | 14,0 | 9,1 | 7,1 |
| % of sales revenues | 16,02 | 14,81 | 15,27 | 15,34 | 14,78 | 1,2 p.p. | 0,7 p.p. | 0,6 p.p. |
| Selling and distribution costs | (62 078) | (62 770) | (58 839) | (189 249) | (201 386) | (1,1) | 5,5 | (6,0) |
| Administrative expenses | (14 660) | (18 632) | (15 693) | (49 238) | (45 985) | (21,3) | (6,6) | 7,1 |
| Other operating income | 11 327 | 20 503 | 15 119 | 50 279 | 56 525 | (44,8) | (25,1) | (11,0) |
| Other operating expenses | (8 285) | (12 219) | (9 115) | (35 264) | (27 016) | (32,2) | (9,1) | 30,5 |
| EBIT | 48 035 | 33 705 | 43 038 | 123 116 | 105 862 | 42,5 | 11,6 | 16,3 |
| % of sales revenues | 6,32 | 4,67 | 5,89 | 5,45 | 4,83 | 1,6 p.p. | 0,4 p.p. | 0,6 p.p. |
| EBITDA | 76 856 | 63 695 | 70 463 | 211 219 | 187 361 | 20,7 | 9,1 | 12,7 |
| % of sales revenues | 10,11 | 8,83 | 9,64 | 9,35 | 8,56 | 1,3 p.p. | 0,5 p.p. | 0,8 p.p. |
| Financial income | 523 | 401 | (1 076) | 1 143 | 1 021 | 30,4 | (148,7) | 11,9 |
| Financial expenses | (9 717) | (13 667) | (10 685) | (31 303) | (25 103) | (28,9) | (9,1) | 24,7 |
| Gross profit (loss) | 38 842 | 20 439 | 31 277 | 92 956 | 81 780 | 90,0 | 24,2 | 13,7 |
| Income tax | (6 325) | (8 474) | (8 556) | (23 767) | (7 169) | (25,4) | (26,1) | 231,5 |
| Net profit/ (loss) from continuing operations | 32 517 | 11 965 | 22 721 | 69 189 | 74 611 | 171,8 | 43,1 | (7,3) |
| % of sales revenues | 4,28 | 1,66 | 3,11 | 3,06 | 3,41 | 2,6 p.p. | 1,2 p.p. | (0,3) p.p. |
| Discontinued operations | ||||||||
| Net profit/ (loss) from discontinued operations | (873) | (1 261) | (9 795) | (7 213) | (35 741) | (30,8) | (91,1) | (79,8) |
| % of sales revenues | (0,11) | (0,17) | (1,34) | (0,32) | (1,63) | 0,1 p.p. | 1,2 p.p. | 1,3 p.p. |
| Net profit / (loss) | 31 644 | 10 704 | 12 926 | 61 976 | 38 870 | 195,6 | 144,8 | 59,4 |
| % of sales revenues | 4,16 | 1,48 | 1,77 | 2,74 | 1,77 | 2,7 p.p. | 2,4 p.p. | 1,0 p.p. |
The financial results of the Arctic Paper Group in Q3 2016 were decisively better than those generated in the same period of the prior year. Revenues rose by 4.0% (to nearly PLN 760m), EBITDA by 9.1% (to PLN 76.9m), and net profit on continuing operations by 43.1% (to PLN 32.5m).
The excellent results achieved in the paper segment should be stressed. Despite the continuing difficult market environment, an increase in sales volumes was achieved. This, combined with the results of the Profit Improvement Program 2015/2016 and favourable prices of short-fibre pulp, translated into achievement of very good operating results in this segment.
Revenue from sales in the paper segment was PLN 569.3m, up 5.1% from Q3 2015. EBITDA rose above PLN 49.1m, an increase of 75% year-on-year, and operating profit rose to PLN 29.4m, up 230.3% compared to the same period last year. Net profit on continuing activity* was PLN 17.9m, whereas in Q3 2015 the Group recorded a loss of nearly PLN 3.0m.
In Q3 of this year the market for fine graphical papers continued to shrink, noting a decline of 6.5% in the case of coated papers and 9.3% in the uncoated segment (compared to Q3 2015, according to EuroGraph in 9/2016). The Arctic Paper Group succeeded in reinforcing its market position in this declining market with sales volume up 2.2% compared to Q3 2015 and 7.2% compared to Q2 2016.
Revenue from paper sales in Q3 of this year was 5.1% higher year-on-year and 5.5% higher than in the 2nd quarter. Revenue per tonne of product also rose year-on-year in Q3, by 2.8%. But compared to the 2nd quarter this figure was down slightly, at -1.6%.
Production volume in Q3 2016 was 167,000 tonnes, down 1.1% from the same period of 2015. The average use of production capacity in the last 3 months was over 95.3%, 2% higher than in Q3 2015.
The results of Rottneros in Q3 2016 were very solid, despite a decline in prices of the long-fibre pulp produced by Rottneros
In Q3 2016, the consolidated sales revenues amounted to PLN 759,981 thousand (sales of paper: PLN 569,288 thousand), pulp sales: PLN 190,693 thousand), as compared to PLN 730.700 thousand (sales of paper: PLN 546,755 thousand), pulp sales: PLN 183,945 thousand), in the equivalent period of the previous year. That means a growth by PLN 29,281 thousand (growth of paper sales by PLN 22,533 thousand, growth of pulp sales by PLN 6,748 thousand) and by +4.0% respectively (paper sales: +4.1%, pulp sales: +3.7%).
In the first nine months of 2016, the sales revenues amounted to PLN 2,259,806 thousand (sales of paper: PLN 1,698,689 thousand), pulp sales: PLN 561,117 thousand), as compared to PLN 2,190,052 thousand (sales of paper: PLN 1,632,726 thousand), pulp sales: PLN 557,326 thousand), generated in the equivalent period of the previous year. That means a growth of revenues by PLN 69,754 thousand (growth of paper sales by PLN 65,964 thousand), growth of pulp sales by PLN (NBSK) of 4.1% (compared to Q3 2015). For the quarter, the underlying market was stable as a whole. In a historical perspective, the level of earnings and profitability remained good.
In effect, the Arctic Paper Group's sales revenues steadily increased in comparison to both Q3 2015 and Q2 2016, by 4.0% and 5.4% respectively. The EBITDA and EBIT results were PLN 76.9m (+9.1% y/y) and PLN 48.0m (+11.6% y/y) respectively. The Group's net result from continued operations* was PLN 32.5m (+43.1% y/y).
During Q3 2016 the Arctic Paper Group successfully created a new, improved structure for financing of its operations in the paper segment.
Arctic Paper S.A. signed a term and revolving credit agreement for PLN 31.3m and EUR 52.4m with a consortium of banks including Bank BGŻ BNP Paribas, Bank Zachodni WBK (Santander Group), and EBRD.
At the same time, Arctic Paper S.A. signed agreements with Haitong Bank S.A. connected with a bond issue program of up to PLN 150m, pursuant to which on 30 September 2016 it issued bonds worth PLN 100m. Repayment of the prior indebtedness, and thus full implementation of the new financing structure, occurred on 25 October 2016.
3,791 thousand), and by +3.2% respectively (paper sales: +4.0%, pulp sales: +0.7%).
Paper sales volume in Q3 2016 amounted to 171 thousand tons compared to 167 thousand tons in the same period of the previous year. The change represents an increase of 4 thousand tons and by 2.4% respectively. Pulp sales volume in Q3 2016 amounted to 90 thousand tons compared to 87 thousand tons in the same period of the previous year. The change represents an increase of 3 thousand tons and by 3.4% respectively.
Paper sales volume in the first three quarters of 2016 amounted to 503 thousand tons compared to 507 thousand tons in the same period of the previous year. The change represents a decrease of 4 thousand tons and by 0.8% respectively. Pulp sales volume in the first three quarters of 2016 amounted to 262 thousand tons compared to 259 thousand tons in the same period of the previous year. The change represents an increase of 3 thousand tons and by 1.2% respectively.
In Q3 2016, profit on sales amounted to PLN 121,732 thousand This result was by 9,1% higher than in the corresponding period of the previous year. Sales profit margin in the current quarter stood at 16.0% compared to 15.27% (+0.7 p.p.) in the same period of the previous year. The core reasons underlying the growth of profit margin on sales in Q3 2016 versus the equivalent period of the previous year were higher revenues from the sale of products and lower costs of pulp consumption.
For three quarters of 2016, profit on sales amounted to PLN 346,589 thousand. This result was by 7,1% higher than in the corresponding period of the previous year. Sales profit margin in the period stood at 15.34% compared to 14.78% (+0.6 p.p.) in the same period of the previous year. The core reasons underlying the growth of profit on sales in the period of 2016 versus the equivalent period of the previous year were higher revenues from the sale of products without material changes to the profit margin on sales.
In Q3 2016, the selling and distribution costs amounted to PLN 62,078 thousand which was an increase by 5.5% compared to the costs incurred in Q3 2015.
Other operating income amounted to PLN 11,327 thousand in Q3 2016 which was a decrease as compared to the equivalent period of the previous year (by PLN 3,792 thousand).
Other operating income amounted to PLN 50,279 thousand for three quarters of 2016 which was an decrease as compared to the equivalent period of the previous year (by PLN 6,246 thousand).
Other operating income consisted mainly of revenues from heat and electricity sales as well as sales revenues from other materials and CO2 emission rights. The growth of other operating income in the current period was due mainly to received damages and sales of other materials.
In the three quarters of 2016, the selling and distribution costs amounted to PLN 189,249 thousand which was a decrease by 6.0% compared to the costs incurred in the equivalent period of 2015. An analysis of the selling and distribution costs in the three quarters of 2015 should first take into account the oneoff increased impairment charges for trade receivables, primarily receivables from the PaperlinX group companies.
In Q3 2016, the administrative expenses amounted to PLN 14,660 thousand as compared to PLN 15,693 thousand in the equivalent period of 2015 (a decrease by 6.6%).
In the three quarters of 2016, the administrative expenses amounted to PLN 49,238 thousand as compared to PLN 45,985 thousand in the equivalent period of 2015 which was a growth by 7.1%. The main reason of the increase were higher costs related to consulting services rendered to the Group by third parties.
In Q3 2016, the other operating expenses amounted to PLN 8,285 thousand as compared to PLN 9,115 thousand in Q3 2015.
Other operating expenses amounted to PLN 35,264 thousand for three quarters of 2016 which was an increase as compared to the equivalent period of the previous year by PLN 8,248 thousand.
The other operating expenses comprised mainly the costs of electricity and heat sales as well as the costs of other materials sold. The higher other operating expenses in the first three quarters of 2016 were affected primarily by the higher costs of other materials sold.
In the first nine months 2016, the financial income amounted to PLN 1,143 thousand while in the equivalent period in 2015 it was PLN 1,021 thousand. The negative value of financial income in Q3 2015 results from the presentation of net FX differences or as a surplus of FX gains over FX losses (financial revenues) or as a surplus of FX losses over FX gains (financial expenses).
In Q3 2016, financial expenses amounted to PLN 9,717 thousand as compared to PLN 10,685 thousand incurred in Q3 2015.
Financial expenses for three quarters of 2016 amounted to PLN 31,303 thousand as compared to PLN 25,103 thousand incurred in the three quarters of 2015. The higher financial expenses for three quarters of 2016 were primarily due to a higher surplus of FX losses over FX gains recorded in the period.
In Q3 2016, income tax amounted to PLN -6,325 thousand while in the equivalent period in 2015 it was PLN -8,556 thousand.
The current portion of income tax in the analysed quarter of 2016 amounted to PLN -722 thousand while the deferred portion to PLN -5,603 thousand. In Q3 the previous year, the amount was PLN -1,042 thousand and PLN -7,514 thousand respectively.
Net profit/loss from discontinued operations covers the results of AP Mochenwangen and of the companies set up to acquire the Paper Mill. As the Management Board of Arctic Paper S.A.
For three quarters of 2016 income tax amounted to PLN -23,767 thousand while in the equivalent period in 2015 it was PLN -7,169 thousand.
The current portion of income tax in the analysed three quarters of 2016 amounted to PLN -3,061 thousand while the deferred portion to PLN -20,706 thousand. In the equivalent quarters of the previous year, the amount was PLN -2,034 thousand and PLN -5,135 thousand respectively.
remains ready to sell the Paper mill and to alternatively use its assets, its business has been disclosed as discontinued. In the first three quarters of 2016, the loss on discontinued operations amounted to PLN 7,213 thousand (for 3 quarters of 2015: PLN 35,741 thousand).
In Q3 2016, the result on continuing operations amounted to PLN 48,035 thousand as compared to PLN 43,038 thousand in the equivalent period of the previous year. The changes resulted in a growth of operational profit margin from +5.9% in the Q3 2015 to +6.3% in Q3 the current year.
For three quarters of 2016, the result on continuing operations amounted to PLN 123,116 thousand as compared to PLN 105,862 thousand in the equivalent period of the previous year. The changes resulted in a growth of operational profit margin from +4.8% for three quarters of 2015 to +5.5% for three quarters of the current year.
EBITDA in Q3 2016 was PLN 76,856 thousand while in the equivalent period in 2015 it was PLN 70,463 thousand. In the reporting period, the EBITDA margin was 10.1% compared to 9.6% in the equivalent period of 2015.
EBITDA for three quarters of 2016 was PLN 211,219 thousand while in the equivalent period in 2015 it was PLN 187,361 thousand. In the reporting period, the EBITDA margin was 9.3% compared to 8.6% in the equivalent period of 2015.
In the current quarter of 2016, net profit amounted to PLN 31,644 thousand as compared to the net profit of PLN 12,926 thousand in Q3 2015.
In the three quarters of 2016, net profit amounted to PLN 61,976 thousand as compared to the net profit of PLN 38,870 thousand in the three quarters of 2015.
| Change % | Change % | Change % | ||||||
|---|---|---|---|---|---|---|---|---|
| 3Q | 2Q | 3Q | YTD | YTD | 3Q2016/ | 3Q2016/ | YTD 2016/ | |
| PLN thousand | 2016 | 2016 | 2015 | 2016 | 2015 | 2Q2016 | 3Q2015 | YTD 2015 |
| Profit on sales | 121 732 | 106 823 | 111 566 | 346 589 | 323 725 | 14,0 | 9,1 | 7,1 |
| % of sales revenues | 16,02 | 14,81 | 15,27 | 15,34 | 14,78 | 1,2 p.p. | 0,7 p.p. | 0,6 p.p. |
| EBITDA | 76 856 | 63 695 | 70 463 | 211 219 | 187 361 | 20,7 | 9,1 | 12,7 |
| % of sales revenues | 10,11 | 8,83 | 9,64 | 9,35 | 8,56 | 1,3 p.p. | 0,5 p.p. | 0,8 p.p. |
| EBIT | 48 035 | 33 705 | 43 038 | 123 116 | 105 862 | 42,5 | 11,6 | 16,3 |
| % of sales revenues | 6,32 | 4,67 | 5,89 | 5,45 | 4,83 | 1,6 p.p. | 0,4 p.p. | 0,6 p.p. |
| Net profit/ (loss) from continuing operations | 32 517 | 11 965 | 22 721 | 69 189 | 74 611 | 171,8 | 43,1 | (7,3) |
| % of sales revenues | 4,28 | 1,66 | 3,11 | 3,06 | 3,41 | 2,6 p.p. | 1,2 p.p. | (0,3) p.p. |
| Net profit/ (loss) from discontinued operations | (873) | (1 261) | (9 795) | (7 213) | (35 741) | (30,8) | (91,1) | (79,8) |
| % of sales revenues | (0,11) | (0,17) | (1,34) | (0,32) | (1,63) | 0,1 p.p. | 1,2 p.p. | 1,3 p.p. |
| Net profit / (loss) | 31 644 | 10 704 | 12 926 | 61 976 | 38 870 | 195,6 | 144,8 | 59,4 |
| % of sales revenues | 4,16 | 1,48 | 1,77 | 2,74 | 1,77 | 2,7 p.p. | 2,4 p.p. | 1,0 p.p. |
| Return on equity / ROE (% ) | 4,3 | 1,5 | 1,7 | 8,5 | 5,2 | 2,8 p.p. | 2,6 p.p. | 3,3 p.p. |
| Return on assets / ROA (% ) | 1,7 | 0,6 | 0,7 | 3,4 | 2,1 | 1,1 p.p. | 1,0 p.p. | 1,2 p.p. |
In Q3 2016, return on equity was 4.3%, (8.5% for three quarters of 2016) while in Q3 2015 it was 1.7% (5.2% for three quarters of 2015). In the same period, return on assets increased from 0.7% (2.1% for three quarters of 2015) to 1.7% (3.4% for three quarters of 2016).
| Change | Change | ||||
|---|---|---|---|---|---|
| 30.09.2016 | 30.09.2016 | ||||
| PLN thousand | 30.09.2016 | 31.12.2015 | 30.09.2015 | -31.12.2015 | -30.09.2015 |
| Fixed assets | 827 712 | 830 668 | 812 329 | (2 957) | 15 382 |
| Inventories | 344 352 | 390 631 | 334 724 | (46 279) | 9 629 |
| Trade | 407 482 | 343 441 | 389 403 | 64 041 | 18 079 |
| trade and other payables | 395 745 | 336 499 | 377 702 | 59 245 | 18 043 |
| Other current assets | 18 784 | 12 475 | 12 509 | 6 309 | 6 275 |
| Cash and cash equivalents | 211 923 | 188 552 | 196 012 | 23 371 | 15 912 |
| Assets related to discontinued operations | 15 760 | 47 467 | 63 481 | (31 707) | (47 720) |
| Total assets | 1 826 014 | 1 813 235 | 1 808 457 | 12 779 | 17 556 |
| Equity | 728 986 | 676 856 | 741 916 | 52 130 | (12 929) |
| Short-term liabilities | 768 296 | 682 515 | 626 604 | 85 781 | 141 693 |
| of which: | |||||
| trade and other payables | 371 573 | 407 409 | 356 969 | (35 835) | 14 605 |
| interest-bearing liabilities | 289 576 | 166 386 | 168 595 | 123 189 | 120 980 |
| other non-financial liabilities | 107 147 | 108 720 | 101 040 | (1 573) | 6 108 |
| Long-term liabilities | 299 554 | 372 599 | 391 462 | (73 045) | (91 908) |
| of which: | |||||
| interest-bearing liabilities | 188 583 | 263 363 | 270 863 | (74 779) | (82 280) |
| other non-financial liabilities | 110 971 | 109 236 | 120 599 | 1 735 | (9 628) |
| The liabilities directly related to the discontinued operations | 29 177 | 81 264 | 48 476 | (52 088) | (19 299) |
| Total liabilities | 1 826 014 | 1 813 235 | 1 808 457 | 12 779 | 17 556 |
As at 30 September 2016 total assets amounted to PLN 1,826,014 thousand as compared to PLN 1,813,235 thousand at the end of 2015 which was an increase by PLN 12,779 thousand.
As at the end of September 2016 fixed assets amounted to PLN 827,712 thousand and accounted for 45.3% of total assets as compared to PLN 830,668 thousand as at the end
As at the end of September 2016, current assets amounted to PLN 982,542 thousand as compared to PLN 935,099 thousand at the end of December 2015. As part of the current assets, inventories decreased by PLN 46,279 thousand and receivables grew by PLN 64,041 thousand, other current of 2015 and their share in total assets of 45.8%. The book value of fixed assets decreased in the three quarters of 2016, primarily due to a decrease of the deferred income tax asset.
assets increased by PLN 6,309 thousand while cash and cash equivalents increased by PLN 23,371 thousand. Current assets represented 53.8% of total assets as at the end of September 2016 (51.5% as at the end of 2015) and included inventories – 18.9% (21.5% as at the end of 2015), receivables – 22.3% (18.9% as at the end of 2015), other current assets – 1.0% (0.7% as at the end of 2015) and cash and cash
equivalents – 11.6% (10.4% as at the end of 2015).
388 thousand).
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 15,760 thousand as at 30 September 2016
As at the end of Q3 2016, the equity amounted to PLN 728,986 thousand as compared to PLN 676,856 thousand at the end of 2015. Equity represented 39.9% of total liabilities as
As at the end of September 2016, short-term liabilities amounted to PLN 768,296 thousand (42.1% of balance sheet total) as compared to PLN 682,515 thousand (37.6% of balance sheet total) as at the end of 2015. During three quarters of 2016 there was an increase of short-term liabilities by PLN 85,781 thousand.
As at the end of September 2016, long-term liabilities amounted to PLN 299,554 thousand (16.4% of balance sheet total) as compared to PLN 372,599 thousand (20.5% of balance sheet total) as at the end of 2015. In the period under
Liabilities directly related to the discontinued operations
The liabilities directly related to the discontinued operations cover the liabilities of the Mochenwangen Group with the exception of liabilities to the other companies in the Arctic Paper Group. The amount of PLN 29,177 thousand as at 30 September 2016 was composed of provisions (PLN 26,063 thousand), trade and other payables (PLN 2,803 thousand) and other financial and non-financial liabilities of PLN 310 thousand).
at the end of September 2016 as compared to 37.3% of total liabilities as at the end of December 2015.
was composed of inventories (PLN 12,380 thousand), trade and other receivables (PLN 1,557 thousand), cash (PLN 1,436 thousand) and other financial and non-financial assets (PLN
The change is due primarily to reclassification of the existing bank loans to short-term liabilities as a result of the execution of new loan agreements and the anticipated premature repayment of the existing loans. The growth of short-term liabilities resulting from the modified presentation was partly set off with a decrease of trade payables.
report, a decrease of long-term liabilities occurred by PLN 73,045 thousand, primarily due to the presentation of loans as described above, partly set off with bond liabilities.
| Change % | Change % | ||||
|---|---|---|---|---|---|
| 3Q | 2Q | 3Q | 3Q2016/ | 3Q2016/ | |
| 2016 | 2016 | 2015 | 2Q2016 | 3Q2015 | |
| Debt-to-equity ratio (% ) | 150,5 | 148,6 | 143,8 | 1,9 p.p. | 6,7 p.p. |
| Equity-to-non-current assets ratio (% ) | 88,1 | 85,3 | 91,3 | 2,7 p.p. | (3,3) p.p. |
| Interest-bearing debt-to-equity ratio (% ) | 65,6 | 62,1 | 59,2 | 3,5 p.p. | 6,4 p.p. |
| Net borrowings-to-EBITDA (times) | 1,13x | 1,36x | 0,97x | (0,23) | 0,15 |
| EBITDA-to-interest (times) | 10,5x | 10,3x | 11,2x | 0,1 | (0,8) |
As at the end of September 2016 the debt to equity ratio was 150.5% and was higher by 1.9 p.p. as compared to the end of June of 2016 and higher by 6.7 p.p. as compared to the end of September 2015.
The equity to non-current assets ratio was 88.1% as at the end of Q3 2016 and was higher by 2.7 p.p. than at the end of June of 2016 and lower by 3.3 p.p. than at the end of September 2015.
The interest bearing debt to equity ratio was 65.6% as at the end of Q3 2016 and was higher by 3.5 p.p. as compared to the end of June 2016 and higher by 6.4 p.p. as compared to the level of the ratio calculated at the end of September 2015.
Net borrowings to EBITDA calculated for the last 12 months ended on 30 September 2016 amounted to 1.13x compared to 1.36x in the equivalent period ended on 30 June 2016 and 0.97x for the twelve months period ended on 30 September 2015.
EBITDA to interest coverage ratio amounted to 10.5x for the twelve months ended on 30 September 2016, 10.3x for the twelve months ended on 30 June 2016 and 11.2x for the twelve months ended on 30 September 2015.
| Change % | Change % | ||||
|---|---|---|---|---|---|
| 3Q | 2Q | 3Q | 3Q2016/ | 3Q2016/ | |
| 2016 | 2016 | 2015 | 2Q2016 | 3Q2015 | |
| Current ratio | 1,3x | 1,4x | 1,5x | (0,1) | (0,2) |
| Quick ratio | 0,8x | 0,8x | 0,9x | 0,0 | (0,1) |
| Acid test ratio | 0,3x | 0,2x | 0,3x | 0,1 | (0,0) |
| DSI (days) | 48,6 | 55,4 | 48,7 | (6,8) | (0,1) |
| DSO (days) | 46,9 | 47,2 | 46,5 | (0,3) | 0,4 |
| DPO (days) | 52,3 | 51,3 | 51,8 | 1,0 | 0,5 |
| Operational cycle (days) | 95,4 | 102,6 | 95,2 | (7,1) | 0,2 |
| Cash conversion cycle (days) | 43,1 | 51,3 | 43,4 | (8,2) | (0,3) |
The current liquidity ratio at the end of September 2016 was 1.3x and was lower than at the end of June 2016 (1.4x) and as at the end of September 2015 (1.5x).
The quick ratio decreased from 0.9x as at the end of September 2015 to 0.8x as at the end of September 2016 (0.8x as at the end of June 2016).
The cash ratio reached 0.3x as at the end of September 2016 (0.2x as at the end of June September 2016 and 0.3x as at the end of September 2015).
The cash conversion cycle for Q3 2016 (43.1 days) was shortened versus Q2 2016 (by 8.2 days) and was also shortened versus Q3 2015 (by 0.3 days).
| Change % | Change % | Change % | ||||||
|---|---|---|---|---|---|---|---|---|
| 3Q | 2Q | 3Q | YTD | YTD | 3Q'16/ | 3Q'16/ | YTD'16/ | |
| PLN thousand | 2016 | 2016 | 2015 | 2016 | 2015 | 2Q'16 | 3Q'15 | YTD'15 |
| Cash flows from operating activities | 82 485 | 15 140 | 55 236 | 97 869 | 111 126 | 444,8 | 49,3 | (11,9) |
| of which: | ||||||||
| Gross profit (loss) | 37 963 | 18 193 | 21 486 | 84 744 | 45 805 | 108,7 | 76,7 | 85,0 |
| Depreciation/amortisation and Impairment of assets | 28 830 | 30 108 | 28 051 | 88 440 | 88 460 | (4,2) | 2,8 | (0,0) |
| Changes to working capital | 16 969 | (21 664) | 944 | (61 736) | (27 684) | (178,3) | 1 698,4 | 123,0 |
| Other adjustments | (1 277) | (11 497) | 4 755 | (13 578) | 4 546 | (88,9) | (126,9) | (398,7) |
| Cash flows from investing activities | (53 375) | (36 751) | (22 749) | (115 973) | (46 098) | 45,2 | 134,6 | 151,6 |
| Cash flows from financing activities | 60 858 | (23 021) | (20 489) | 43 323 | (26 601) | (364,4) | (397,0) | (262,9) |
| Total cash flows | 89 969 | (44 632) | 11 998 | 25 219 | 38 427 | (301,6) | 649,8 | (34,4) |
In Q3 2016, net cash flows from operating activities amounted to PLN +82,485 thousand as compared to PLN +55,236 thousand in the equivalent period of 2015. The positive cash flows in Q3 2016 were primarily due to EBITDA generated in the period.
In the three quarters of 2016, net cash flows from operating activities amounted to PLN +97,869 thousand as compared to PLN +111,126 thousand in the equivalent period of 2015. The positive cash flows in the period between January and September this year resulted primarily from the generated EBITDA, partly set off with changes to working capital.
In Q3 2016, net cash flows from investing activities amounted to PLN -53,375 thousand as compared to PLN -22,749 thousand in 2015. Higher expenditures for tangible fixed assets in Q3 2016 resulted in decreased cash flows from investing activities.
In Q3 2016, cash flows from financing activities amounted to PLN +60,858 thousand as compared to PLN -20,489 thousand in Q3 2015. The positive cash flows from financing activities in Q3 this year were composed primarily of inflows from a bond issue and under factoring contracts.
Cash flows from financing activities for three quarters of 2016 amounted to PLN +43,323 thousand as compared to PLN -
In the three quarters of 2016, the cash flows amounted to PLN -115,973 thousand as compared to PLN -46,098 thousand for three quarters of 2015. The negative cash flows from investing activities in the current period resulted from expenditures on tangible fixed assets.
26,601 thousand in the equivalent period of 2015. The positive cash flows from financing activities in 2016 are primarily due to inflows from a bond issue and under factoring contracts, partly set off with debt repayment under bank loans and overdraft facilities with interest, and dividend distribution to noncontrolling shareholders.
| Change % | Change % | Change % | ||||||
|---|---|---|---|---|---|---|---|---|
| 3Q | 2Q | 3Q | YTD | YTD | 3Q2016/ | 3Q2016/ | YTD 2016/ | |
| PLN thousands | 2016 | 2016 | 2015 | 2016 | 2015 | 2Q2016 | 3Q2015 | YTD 2015 |
| Revenues: | 10 672 | 49 249 | 10 514 | 70 061 | 80 647 | (78) | 2 | (13) |
| including: | ||||||||
| Sales of services | 10 194 | 10 031 | 8 308 | 30 239 | 30 245 | 2 | 23 | (0) |
| Loans interest | 114 | 126 | 274 | 366 | 687 | (9) | (58) | (47) |
| Income from dividends | 364 | 39 093 | 1 931 | 39 457 | 49 715 | (99) | - | (21) |
| Gross profit on sales | 9 072 | 47 663 | 8 758 | 65 048 | 74 474 | (81) | 4 | (13) |
| Gross profit on sales margin % | 85,01 | 96,78 | 83,30 | 92,84 | 92,35 | (11,8) p.p. | 1,7 p.p. | 0,5 p.p. |
| Sales costs | (1 016) | (1 044) | (988) | (3 057) | (2 895) | (3) | 3 | 6 |
| Administrative expenses | (7 981) | (10 429) | (8 462) | (26 532) | (25 593) | (23) | (6) | 4 |
| Other operating income | 11 | 105 | 51 | 122 | 296 | (90) | (78) | (59) |
| Other operating cost | (8 519) | (11 886) | (4 804) | (29 229) | (27 290) | (28) | 77 | 7 |
| EBIT | (8 432) | 24 409 | (5 446) | 6 352 | 18 991 | (135) | 55 | (67) |
| EBIT margin % | (79,01) | 49,56 | (51,80) | 9,07 | 23,55 | (128,6) p.p. | (27,2) p.p. | (14,5) p.p. |
| EBITDA | (8 332) | 24 512 | (4 663) | 6 650 | 24 425 | (134) | 79 | (73) |
| EBITDA margin % | (78,08) | 49,77 | (44,35) | 9,49 | 30,29 | (127,8) p.p. | (33,7) p.p. | (20,8) p.p. |
| Financial income | 2 | 5 | (543) | 14 | 96 | (53) | (100) | (86) |
| Financial cost | (148) | (3 163) | (1 443) | (4 747) | (3 407) | (95) | (90) | 39 |
| EBT | (8 578) | 21 251 | (7 432) | 1 619 | 15 681 | (140) | 15 | (90) |
| Corporate income tax | - | - | - | - | - | - | - | - |
| Net profit/(loss) | (8 578) | 21 251 | (7 432) | 1 619 | 15 681 | (140) | 15 | (90) |
| Net profit margin % | (80,38) | 43,15 | (70,69) | 2,31 | 19,44 | (123,5) p.p. | (9,7) p.p. | (17,1) p.p. |
The main statutory activity of the Company is the activity of a holding company, consisting in managing of entities belonging to the controlled Capital Group. The operations of the Arctic Paper Group are conducted through Paper Mills and Pulp Mills, Distribution Companies and Sales Offices.
Sales revenues for Q3 2016 amounted to PLN 10,672 thousand and comprised services provided to Group companies (PLN 10,194 thousand), interest income on loans (PLN 114 thousand) and dividend income (PLN 364 thousand). In the equivalent period of the previous year, the standalone sales revenues amounted to PLN 10,514 thousand which included revenues from the services provided to Group companies (PLN 8,308 thousand), interest income on loans (PLN 274 thousand) and dividend income (PLN 1,931 thousand).
In the three quarters of 2016, the standalone sales revenues amounted to PLN 70,061 thousand which included revenues from the services provided to Group companies (PLN 30,239 thousand) and interest income on loans granted (PLN 366 thousand) and dividend income (PLN 39,457 thousand).
In the three quarters of 2014, the standalone sales revenues amounted to PLN 80,647 thousand which included revenues from the services provided to Group companies (PLN 30,245 thousand and interest income on loans granted (PLN 687 thousand) and dividend income (PLN 49,715 thousand).
In Q3 2016 the Company recognised the amount of PLN 1,016 thousand as selling and distribution costs (PLN 988 thousand in Q3 2015). In the three quarters of 2016 the Company recognised the amount of PLN 3,057 thousand as The decrease of sales revenues in the three quarters of 2016 versus the equivalent period of 2015 was primarily due to a decrease in dividend received.
The interest expense on loans contracted from Group companies was presented as operating expenses and reduced profit on sales.
Profit on sales amounted to PLN 9,072 thousand in Q3 2016 (PLN 8,758 thousand in Q3 2015) and PLN 65,048 thousand for the three quarters of 2016 (74,474 thousand for the three quarters of in 2015).
selling and distribution costs (PLN 2,895 thousand in the three quarters of 2015).
The selling and distribution costs relate fully to intermediation costs in pulp purchases.
In Q3 2016, the administrative expenses amounted to PLN 7,981 thousand which was a decrease as compared to the equivalent period of the previous year by PLN 481 thousand. In the three quarters of 2016, administrative expenses amounted to PLN 26,532 thousand as compared to PLN 25,593 thousand in the equivalent period of 2015.
The administrative expenses include costs of the administration of the Company operation, costs of services provided for the companies in the Group and all costs incurred
Other operating income amounted to PLN 11 thousand in Q3 2016 which was a decrease as compared to the equivalent period of the previous year by PLN 40 thousand. Other operating expenses totalled PLN 8,519 thousand in Q3 2016 (PLN 4,804 thousand in the equivalent quarter of 2015).
For the three quarters of 2016, the other operating income and other operating expenses amounted to PLN +122 thousand and PLN -29,229 thousand respectively, while in the equivalent by the Company for the purposes of pursuing holding company activities. Among them, a significant group of costs relates only to statutory activities and includes, among others: costs of tax, legal and accounting services, as well as the costs of the Supervisory Board and the Management Board.
period in 2015 the amounted to PLN +296 thousand and PLN -27,290 thousand respectively.
The high level of the other operating expenses in the three quarters of 2016 was primarily due to an impairment charge to the loans to Arctic Paper Mochenwangen GmbH and an impairment charge to trade receivables from Arctic Paper Investment GmbH and Arctic Paper Mochenwangen GmbH.
In Q3 2016, the financial income amounted to PLN 2 thousand and was by PLN 545 thousand higher than generated in Q3 2015. The negative value of financial income in Q3 2015 results from the presentation of net FX differences or as a surplus of FX gains over FX losses (financial revenues) or as a surplus of FX losses over FX gains (financial expenses).
In Q3 2016, financial expenses amounted to PLN 148 thousand. In the equivalent period of 2015, the financial expenses amounted to PLN 1,443 thousand.
For three quarters of 2015, the financial income and expenses amounted to PLN +14 thousand and PLN -4,747 thousand respectively and for the equivalent period in 2014 – PLN +96 thousand and PLN -3,407 thousand respectively.
Financial expenses for three quarters of 2016 related primarily interest on the loan from Arctic Paper Finance AB (PLN 2,090 thousand) and from Mr Thomas Onstad (PLN 1,120 thousand).
| Change | Change | ||||
|---|---|---|---|---|---|
| 30.09.2016 | 30.09.2016 | ||||
| PLN thousand | 30.09.2016 | 31.12.2015 | 30.09.2015 | -31.12.2015 | -30.09.2015 |
| Fixed assets | 845 821 | 843 274 | 828 042 | 2 547 | 17 779 |
| Trade | 62 289 | 82 121 | 72 676 | (19 832) | (10 387) |
| Other current assets | 14 808 | 15 371 | 28 193 | (563) | (13 385) |
| Cash and cash equivalents | 104 149 | 9 435 | 14 079 | 94 714 | 90 070 |
| Total assets | 1 027 067 | 950 202 | 942 991 | 76 866 | 84 077 |
| Equity | 670 906 | 668 959 | 680 621 | 1 947 | (9 715) |
| Short-term liabilities | 194 362 | 76 242 | 66 066 | 118 120 | 128 296 |
| Long-term liabilities | 161 798 | 205 001 | 196 304 | (43 203) | (34 505) |
| Total liabilities | 1 027 067 | 950 202 | 942 991 | 76 865 | 84 076 |
As at 30 September 2016 total assets amounted to PLN 1,027,067 thousand as compared to PLN 950,202 thousand at the end of 2015.
As at the end of September 2016 non-current assets represented nearly 82.4% of total assets which means that the share decreased (by 6.4 p.p.) compared to the end of 2015. The main item of non-current assets includes interests in subsidiaries. At the end of Q3 2016, the value was PLN 841,584 thousand as compared to PLN 838,741 thousand at the end of 2015. The change in value of interests in subsidiary entities was mostly due to an increase of the value of shares held in Arctic Paper Investment AB (PLN 2,843 thousand).
As at the end of September 2016, current assets amounted to PLN 181,245 thousand as compared to PLN 106,927 thousand at the end of 2015. The level of current assets increased at the end of September 2015, primarily with respect to cash assets. As at the end of Q3 2016, current assets represented 17.6% of total assets compared to 11.3% as at the end of the previous year.
As part of the current assets, receivables increased by PLN 27,189 thousand, other current assets decreased by PLN 14,292 thousand while cash and cash equivalents decreased by PLN 4,528 thousand.
The material growth of cash at the end of September 2016 is due to the recognition of the funds from the bond issue in the escrow account.
As at the end of Q3 2016, the equity amounted to PLN 670,906 thousand as compared to PLN 668,959 thousand at the end of 2015. As at the end of September 2016, equity accounted for 65.3 % of balance sheet total vs. 70.4% of balance sheet total as at the end of 2015. The increase of equity is primarily due to the net profit for three quarters of 2016.
As at the end of September 2016, short-term liabilities amounted to PLN 194,362 thousand (18.9% of balance sheet total) as compared to PLN 76,242 thousand as at the end of 2015 (8.0 % of balance sheet total).
The increase of short-term liabilities in the analysed period resulted primarily from reclassification from the loan to Arctic Paper Kostrzyn S.A. from long-term to short-term liabilities.
As at the end of September 2016, long-term liabilities amounted to PLN 161,798 thousand (15.8% of balance sheet total) as compared to PLN 205,001 thousand as at the end of 2015 (21.6% of balance sheet total).
The change in long-term liabilities in the analysed period resulted primarily from reclassification of the loan to Arctic Paper Kostrzyn S.A. from long-term to short-term liabilities and recognition of the bond issue.
| Change % | Change % | |||||
|---|---|---|---|---|---|---|
| 3Q | 2Q | YTD | YTD | 3Q2016/ | YTD 2016/ | |
| PLN thousand | 2016 | 2016 | 2016 | 2015 | 2Q2016 | YTD 2015 |
| Cash flows from operating activities | (2 442) | 7 056 | (508) | (22 864) | (134,6) | (97,8) |
| of which: | ||||||
| Gross profit | (8 578) | 21 251 | 1 619 | 15 680 | (140,4) | (89,7) |
| Depreciation and impairment of fixed assets | 100 | 102 | 298 | 5 433 | (2,1) | (94,5) |
| Changes to working capital | 8 096 | (44) | 12 737 | (5 686) | (18 430,4) | (324,0) |
| Net interest and dividends | 359 | 355 | 1 064 | 1 060 | 1,1 | 0,4 |
| Other adjustments | (2 419) | (14 608) | (16 226) | (39 352) | (83,4) | (58,8) |
| Cash flows from investing activities | (44) | (2 916) | (3 026) | 19 400 | (98,5) | (115,6) |
| Cash flows from financing activities | 98 953 | (355) | 98 248 | (1 064) | (27 975,8) | (9 333,8) |
| Total cash flows | 96 467 | 3 785 | 94 715 | (4 527) | 2 448,5 | (2 192,3) |
The cash flow statement presents an increase in cash and cash equivalents in the three quarters of 2016 by PLN +94,715 thousand which includes:
In the three quarters of 2016, net cash flows from operating activities amounted to PLN -508 thousand as compared to PLN -22,864 thousand in the equivalent period of 2015. The negative cash flows from investing activities in the three quarters this year were primarily due to repayment of the loan granted to the Company by Arctic Paper Kostrzyn S.A. (set-off with dividend in April 2016).
In the first nine months of 2016, cash flows from investing activities amounted to PLN -3.026 thousand as compared to PLN +19,400 thousand for three quarters of 2015. Cash flows
In 2016 cash flows from financing activities amounted to PLN +98,248 thousand as compared to PLN -1,064 thousand in 2015. Cash flows from financing activities in 2016 were related to interest paid and inflow of proceeds from the bond issue.
from investing activities in 2015 were related to termination of a
short-term deposit.
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 our operating results. Those 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. Our 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 Companies, their fluctuations may have a significant impact on the Group's profitability.
A part of pulp is supplied to our Paper Mills from the Rottneros Pulp Mills. The remaining part of pulp manufactured at our Pulp Mills is sold to external customers.
Our operating results are significantly influenced by currency rate fluctuations. In particular, our revenues and expenses are denominated in various foreign currencies and are not matched, therefore any appreciation of the currencies in which we incur expenses vis-a-vis the currencies in which we generate revenues will have adverse impact on our results. Our products are primarily sold to euro zone countries, Scandinavia, Poland and the UK, thus our revenues are largely denominated in EUR, GBP, SEK and PLN while revenues from the 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 and a majority of costs related to the operations of the Mochenwangen Paper Mill), 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 our financial statements because of changes in
In Q3 2016 there were no unusual events or factors.
In Q3 2016 there were no material changes in the Arctic Paper Group's structure that would have material influence on the financial result generated.
On 9 September 2016:
("Intercreditor Agreement") pursuant to which a structure of parallel debt was established in favour of BGŻ BNP Paribas (acting as the collateral agent) in an amount equal to, in appropriate currencies, to the sum of liabilities under the Loans, Bonds, hedging transactions and other liabilities specified in the Intercreditor Agreement.
With report No. 9/2016 of 4 May 2016, the Management Board of Arctic Paper S.A. informed investors of its decision on formal commencement of work on the contemplated refinancing of the existing debt of the Company and its subsidiaries resulting from loan agreements and raising alternative financing. The agreements listed above constitute the acquisition of alternative financing and a change to the funding structure of the Company's capital group.
exchange rates of the currencies in which we generate revenues and incur costs, and the currency in which we report our financial results (PLN).
The centralised funding will ensure more effectiveness management of financial liquidity and flexible adjustment of the funding level for each company.
Herebelow, the Company provides details of the above items:
In accordance with the Loan Agreement, the Lenders provided the Company with the following Loans:
The Term Loan was made available subject to corresponding provisions of the Loan Agreement, for the following purposes:
group – the loan may also be replaced with the proceeds from the bond issue; and
(v) finance or refinance the financing costs referred to in the Loan Agreement.
The Investment Loan was made available – subject to corresponding provisions of the Loan Agreement – to finance investments aimed at the improving the effective use of the resources and operational effectiveness as well as production capacities in Poland. With its investment plans, the Company plans to materially improved its competitiveness, expand its production potential and improve the energy effectiveness and resource management. The Company's Paper Mill in Kostrzyn will be modernised with investments under EBRD's programme – Green Economy Transition (GET) aimed at improving its energy effectiveness and minimising the quantities of waste generated.
The Revolving Facility was made available – subject to corresponding provisions of the Loan Agreement – to refinance Company's intragroup liabilities or to finance intragroup loans – the loan may also be replaced with the proceeds from the bond issue – for the following purposes:
Loan disbursements (except the Investment Loan for investment purposes of the Company's investment purposes with the exception of Rottneros AB, Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH and their subsidiaries, in compliance with the Loan Agreement) is subject to the Company and the Guarantors complying with the conditions precedent, including the submission of:
In accordance with the provisions of the Loan Agreement, the Loans bear interest at a variable interest rate relying on WIBOR in case of PLN financing and on EURIBOR in case of EUR financing, plus a variable margin for the Lenders subject to the level of debt indicators.
In compliance with the Loan Agreement, the Loans will be repaid by:
The Loan Agreement is subject to English law and does not provide for any contractual penalties. Should any breach occur and continue as specified in the Loan Agreement, Bank Zachodni WBK S.A. (as the entity operating as the agent in compliance with the Loan Agreement) may – in compliance with the Loan Agreement – notify the Company on a duty to prepay the Loans immediately.
On 9 September 2016 the Company – in connection with the planned issue programme and the planned Bond issue by the Company – entered into an Agency Agreement, Underwriting Agreement and other agreements of purely technical nature, related to the activation of the Bond issue programme. Under the Bond issue programme, the Company intends to issue series A Bonds for PLN 100,000,000 (in words: PLN one hundred million).
The Agency Agreement covers the organisation of the Bond issue programme by Haitong that will act as the issue agent, dealer, payment agent, calculation agent, technical agent, administrative agent and depository.
Pursuant to the Underwriting Agreement for the planned Bond issue, Haitong agrees to acquire the Bonds that will not be placed in the market, up to the total amount of PLN 100,000,000 (in words: PLN one hundred million).
The agreements related to the planned Bond issue were concluded under Polish law and do not provide for any contractual penalties. The Agency Agreement may be terminated by the Company or Haitong subject to a 30-day notice period. Both the Company and Haitong may also terminate any of the above agreements for reasons specified therein.
The Company further informs that on 9 September 2016 one of the conditions precedent specified in the Loan Agreement will be satisfied – the Intercreditor Agreement will be signed. It regulates the sequence of repayments to creditors (the obligations specified in the Intercreditor Agreement will be satisfied pari passu, with the exception of intragroup obligations that will be subordinated to those of the Lenders), the principles of pursing claims, the principles of enforcing collateral and release of collateral.
Pursuant to the Intercreditor Agreement, parallel debt will be created covering:
The obligations of the Company and each Guarantor under parallel debt, covering inter alia the obligations under the Loan Agreement and the Bonds, will be secured with the establishment of a packet of collateral. Pursuant to each obligation under parallel debt, each of the above entities shall be obliged to pay to BGŻ BNP Paribas an amount being the sum of all obligations of such entity under the core legal relationships covered with the Intercreditor Agreement. Enforceability of any of the core obligations of an entity will automatically generate enforceability of parallel debt in the same amount. Payment by any entity of any parallel debt to BGŻ BNP Paribas will automatically reduce the amount of core obligations of such entity equivalent to parallel debt, by the amount of such payment. Any repayment of core obligations by an entity will automatically reduce the parallel debt of the entity by the amount of such payment.
The Intercreditor Agreement is subject to English law and does not provide for any contractual penalties.
The Company and the Guarantors will establish the following collateral to their obligations under the Intercreditor Agreement:
• subject to Polish law (inter alia):
(ii) 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;
(with the exception of insurance policies listed in the Loan Agreement);
(v) pledges on Swedish bank accounts of the Company and the Guarantors as long as such collateral is without prejudice to free management of funds deposited on bank
On 30 September 2016 ("Issue Date"), under the bond issue programme up to PLN 150,000,000 of 9 September 2016 – the Company made a private placement of 100,000 series A bonds ("Bonds").
The Bond issue was based on the following legal basis:
The purpose of the issue was not identified in the Bond issue terms and conditions; the Company intends to apply the proceeds from the Bond issue to refinance its existing obligations.
The Bonds were issued as unsecured, bearer bonds and in dematerialised form. The total nominal value of the Bonds is PLN 100,000,000 and the nominal value of one Bond is PLN
On 25 October 2016 ("Repayment Date"), the subsidiary of the Company: Arctic Paper Kostrzyn S.A. ("Borrower") repaid the debt specified below (jointly "Debt") under the loan agreement for maximum equivalent of PLN 359,000,000 (in words: PLN three hundred fifty nine million) of 6 November 2012, as amended and consolidated and most recently amended pursuant to the amendment letter No. 7 of 15 December 2015, concluded between Bank Polska Kasa Opieki S.A. ("Pekao") as the collateral agent and lender, Bank Zachodni WBK S.A. ("BZ WBK") as a lender and mBank S.A. ("mBank") as a
accounts until an event of default specified in the Loan Agreement.
The collateral agreements do not provide for contractual penalties.
1,000. The issue price of the Bonds is equal to their nominal value. The Bonds will be redeemed on 31 August 2021 or at a premature redemption date ("Redemption Date").
In accordance with item 4 of the current report No. 20/2016, there will be parallel debt concerning inter alia receivables of the bond holders (that are parties to the intercreditor agreement) under the Bonds, in compliance with the intercreditor agreement concluded by the Company. The Bonds were registered with Krajowy Depozyt Papierów Wartościowych S.A. [Central Securities Depository of Poland].
Starting from the day after the Issue Date and until the Redemption Date (including), the Bonds will earn interest. The interest rate applicable to the Bonds is variable and equal to the sum of WIBOR 6M and a margin which is subject to the net debt to EBITDA ratio. Interest on the Bonds will be paid semi-annually. The Bond issue terms and conditions do not provide for non-monetary benefits.
The Company intends to have the Bonds admitted to trading in an alternative trading system operated by the Warsaw Stock Exchange and/or BondSpot S.A.
The Bond issue terms and conditions provide for bond holder meetings.
lender, and the Borrower, and Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH as the guarantors and the Company as a joint debtor, with the Borrower and the agent of the obliged entities, pursuant to which Pekao, BZ WBK and mBank provided the Borrower with:
subject to the terms and conditions specified in the Existing Loan Agreement, as follows:
with the overall repayment amount in EUR being EUR 12,743,496.14;
with reference to PLN denominated obligations:
Profitability improvement programme for 2015/2016 of the Arctic Paper – Arctic Paper Grycksbo AB Group With reference to the Profitability Improvement Programme of the Arctic Paper Group published in July 2015, on 19 January 2016 the Management Board of the Issuer's subsidiary – Arctic Paper Grycksbo AB (Sweden) started negotiations with
with the overall repayment amount in PLN being PLN 140,505,206.90.
The Company disclosed information on the conclusion of the above loan agreement and amendments thereto with its current reports No. 19/2012 of 6 November 2012, No. 44/2013 of 20 December 2013 and No. 24/2014 of 16 October 2014.
The Debt was repaid as a result of a changed financing structure of the Company's capital group, in particular its centralisation providing for more effective financial liquidity management and flexible adjustment of the financing level of each company, of which the Company notified in its current reports No. 9/2016 and 20/2016.
its trade unions to reduce the fixed costs by about SEK 12 million (about PLN 5.8 million) in 2016 and by about SEK 25 million (about PLN 12 million) in 2017 as well as to improve the performance of the facility in Grycksbo. To this end, the facility may potentially reduce its headcount by about 40 persons in 2016.
Supplies of fine paper to the European market in Q3 2016 were lower compared to the equivalent period of 2015 by app. 7.7%. Supplies in the segment of uncoated wood-free paper (UWF) were lower by 8.8%, while in the segment of coated wood-free paper (CWF) were lower by 6.5%.
As compared to Q2 2016, deliveries of high quality paper were lower by about 3.6%. In the analysed period, supplies in the segment of uncoated wood-free paper (UWF) were 9.1% lower, while those in the segment of coated wood- free paper (CWF) were 3.5% higher.
Supplies of fine paper in the European market in 9 months of 2016 were by 6.1% lower than in the equivalent period in 2015. Supplies in the segment of uncoated wood-free paper (UWF) were lower by 6.4%, while in the segment of coated wood-free paper (CWF) were lower by 5.8%.
In Q3 2016 the Arctic Paper Group recorded an increased level of orders versus Q2 2016 by 7.2% and a growth of orders versus the equivalent period of 2015 by 2.2%.
The data both for 2016 and prior periods does not include the facility in Mochenwangen where the activity was discontinued.
Source of data: EuroGraph, RISI, Arctic Paper analysis
In Q3 2016 the average prices of high quality UWF paper decreased by 0.8% while the prices of CWF paper decreased by 2.6% versus equivalent prices at the end of 2015.
In the period from July to September 2016, 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 similar decreases: by 1.3% and 1.2% respectively
The average prices invoiced by Arctic Paper in EUR for comparable products in the segment of uncoated wood-free paper (UWF) decreased from July to September 2016 by 0.6% versus the equivalent period in 2015, while in the segment of coated wood-free paper (CWF) the prices decreased by 1.9%.
The average prices invoiced by Arctic Paper in 2016 and the prices in the reference periods do not include data from the Paper Mill in Mochenwangen where the production was discontinued.
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.
At the end of Q3 2016, the pulp prices reached the level of: NBSK – USD 810/ton and BHKP – USD 662/ton. The average pulp price in Q3 2016 was lower by 4.1% for NBSK while lower by 16.5% for BHKP, compared to the corresponding period of the previous year. The average pulp price in Q3 2016 was higher by 1.8% for NBSK and lower by 3.1% for BHKP as compared to Q2 2016.
The average cost of pulp per ton as calculated for the AP Group, expressed in PLN, in Q3 2016 decreased by 3.2% compared to Q2 2016 and decreased by 10.2% compared to Q3 2015. The share of pulp costs in cost of paper sales in Q3 of the current year amounted to 53% and was lower compared to the level recorded in Q3 2015 (62%).
In the first three quarters of 2016, the AP Group used pulp in the production process in the following structure: BHKP 72%, NBSK 20% and other 8%.
The average pulp costs at Arctic Paper and the consumption structure (2016 and the reference periods) do not cover the data from the Paper Mill in Mochenwangen where the activity was discontinued.
Source of data: www.foex.fi analysis by Arctic Paper.
The EUR/PLN exchange rate at the end of Q3 2016 amounted to 4.3120 and was lower by 2.6% than at the end of Q2 2016 and higher by 1.7% than at the end of Q3 2015. The average exchange rate in Q3 2016 was lower by 0.7% than in Q2 2016 and amounted to 4.3411, compared to 4.3712. The average exchange rate in Q3 2016 was by 3.6% higher than in Q3 2015.
The EUR/SEK exchange rate at the end of September 2016 was 9.6100 versus 9.4240 at the end of H1 2016, and 9.3878 at the end of Q3 2015 which was an appreciation of EUR to SEK by 2% and 2.4% respectively.
For this pair, the mean exchange rate in the first quarter was 2.5% higher compared to Q2 2016. The average exchange rate in Q3 2016 was 0.9% higher than in the corresponding period of 2015.
The changes mean a depreciation of SEK vis-a-vis EUR in Q3 2016 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 Q3 2016, the USD/PLN rate recorded a decrease by 3.1% versus the end of Q2 2016 and amounted to 3.8558. In Q3 2016, the mean exchange rate amounted to 3.8891 compared to 3.8711 in Q2 2016. That was a PLN depreciation to USD by 0.5%.
At the end of Q3 2016, the USD/SEK rate amounted to 8.5933 and was by 1.4% higher than at the end of Q2 2016. The mean exchange rate in Q3 2016 amounted to 8.5209 which was an increase by 3.7% compared to Q2 2016.
The changes of the USD/SEK exchange rates adversely affected the costs incurred in USD by the Swedish Pulp 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 appreciation at the end of the quarter.
At the end of September 2016, the EUR/USD rate amounted to 1.1183 compared to 1.1119 at the end of Q2 2016 and to 1.1227 at the end of September 2015. As a percentage, that meant an appreciation of EUR to USD by 0.6% and depreciation of the currency by 0.4%. In Q3 2016, the mean exchange rate of the pair amounted to 1.1164 compared to 1.1293 in Q2 2016 (-1.1%).
Further depreciation of SEK versus EUR has positively affected the Group's financial profit, mainly due to increased sales revenues generated in EUR and translated into SEK. The relatively stable USD vis-a-vis PLN in Q3 2016 had no major impact on the purchase prices of raw materials at the Paper Mill in Kostrzyn. USD appreciating vis-a-vis SEK adversely affected the costs in the Paper Mills in Sweden.
The material factors that have an impact on the financial results over the next quarter, include:
In Q3 2016 there were no material changes to the risk factors. Those were presented in detail in the semi-annual report for 2016.
The Management Board of Arctic Paper S.A. has not published the projected financial results for 2016.
| Number of shares | Number of shares | ||
|---|---|---|---|
| or rights to shares | or rights to shares | ||
| Managing and supervising personnel | as at 10.11.2016 | as at 29.08.2016 | Change |
| Management Board | |||
| Wolfgang Lübbert | - | - | - |
| Jacek Łoś | - | - | - |
| Per Skoglund | - | - | - |
| Małgorzata Majewska-Śliwa | - | - | - |
| Michał Sawka | - | - | - |
| Supervisory Board - |
|||
| Per Lundeen | 20 000 | n.a. | - |
| Rolf Olof Grundberg | n.a. | 12 000 | - |
| Rune Roger Ingvarsson | n.a. | - | - |
| Thomas Onstad | 5 848 658 | 5 848 658 | - |
| Roger Mattsson | - | - | - |
| Mariusz Grendowicz | - | - | - |
| Maciej Georg | - | n.a. | - |
As at 30 September 2016, the Group reported:
pledge on shares of Arctic Paper Grycksbo AB resulting from a factoring contract with Svenska Handelsbanken AB for SEK 119,033 thousand;
pledge on properties of Arctic Paper Grycksbo AB resulting from an FPG contract in favour of the mutual life insurance company PRI for SEK 50,000 thousand;
Moreover, the following collateral securing the loan agreement (Arctic Paper Kostrzyn S.A. as the Borrower, Arctic Paper S.A. that acceded, by way of cumulative accession, to the Borrower's debt, as well as Arctic Paper Investment GmbH and Arctic Paper Mochenwangen GmbH as Guarantors, concluded a loan agreement with Bank Pekao S.A., Bank Zachodni WBK S.A. and mBank S.A. as Lenders) of 6 November 2012 were established:
mortgage on properties held by Arctic Paper Kostrzyn S.A.;
land charge on properties held by Arctic Paper Mochenwangen GmbH;
In connection with the repayment of debt under the above loan agreement on 25 October 2016, the Company and Arctic Paper Kostrzyn SA received on 28 October 2016 documents from banks confirming the release of all collateral related to that loan agreement.
In connection with the term and revolving loan agreements signed on 9 September 2016, related to the bond issue and the intercreditor agreement (more detailed in the note "Acquisition of new funding"), on 3 October 2016 the Company signed agreements and statements in compliance with which collateral for the above obligations and other claims will be established in favour of Bank BGŻ BNP Paribas S.A. as follows:
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);
assignment of (existing and future) insurance policies covering the assets of the Company and the Guarantors (with the exception of insurance policies listed in the Loan Agreement);
company, as well as pledged on the shares in Rottneros (with the exception of the free packet of shares in Rottneros);
The information regarding off-balance sheet items is disclosed in the consolidated financial statements.
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 the Company'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.
Signatures of the Members of the Management Board
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Managing Director |
Per Skoglund | 10 November 2016. | |
| Member of the Management Board Financial Director |
Małgorzata Majewska-Śliwa | 10 November 2016. |
Abbreviated quarterly consolidated statements for the period of nine months ended on 30 September 2016
| Abbreviated quarterly consolidated statements for the period of nine months ended on 30 September 2016 Consolidated financial statements and selected financial |
42 |
|---|---|
| data 44 |
|
| Selected consolidated financial data 44 | |
| Consolidated income statement 45 | |
| Consolidated statement of total comprehensive income 46 | |
| Consolidated balance sheet 47 | |
| Consolidated cash flow statement 48 | |
| Consolidated statement of changes in equity 49 | |
| Standalone financial statements and selected financial | |
| data 52 |
|
| Standalone income statement 53 | |
| Standalone comprehensive income statement 54 | |
| Standalone balance sheet 55 | |
| Standalone cash flow statement 56 | |
| Standalone statement of changes in equity 57 Additional explanatory notes 59 |
|
| 1. General information 59 |
| 3. | Approval of the financial statements 63 | |
|---|---|---|
| 4. | Basis of preparation of the consolidated financial | |
| statements 63 | ||
| 5. | Significant accounting principles (policies) 63 | |
| 6. | Seasonality 67 | |
| 7. | Information on business segments 67 | |
| 8. | Discontinued operations 73 | |
| 9. | Dividend paid and proposed 74 | |
| 10. | Earnings per share 75 | |
| 11. | Interest-bearing bank loans and bonds 76 | |
| 12. | Equity securities 82 | |
| 13. | Financial instruments 82 | |
| 14. | Financial risk management objectives and policies 87 | |
| 15. | Capital management 87 | |
| 16. | Contingent liabilities and contingent assets 87 | |
| 17. | Legal claims 88 | |
| 18. | CO2 emission rights 88 | |
| 19. | Government grants and operations in the Special | |
| Economic Zone 89 | ||
| 20. | Material events after the balance sheet date 90 |
| Period | Period | Period | Period | |
|---|---|---|---|---|
| from 01.01.2016 | from 01.01.2015 | from 01.01.2016 | from 01.01.2015 | |
| to 30.09.2016 | to 30.09.2015 | to 30.09.2016 | to 30.09.2015 | |
| PLN thousand | PLN thousand 7 |
EUR thousand | EUR thousand | |
| Continuing operations | ||||
| Sales revenues | 2 259 806 | 2 190 052 | 518 414 | 526 764 |
| Operating profit (loss) | 123 116 | 105 862 | 28 244 | 25 463 |
| Gross profit (loss) | 92 956 | 81 780 | 21 325 | 19 670 |
| Net profit (loss) from continuing operations | 69 189 | 74 611 | 15 872 | 17 946 |
| Discontinued operations | ||||
| Profit (loss) from discontinued operations | (7 213) | (35 741) | (1 655) | (8 597) |
| Net profit (loss) for the financial year | 61 976 | 38 870 | 14 218 | 9 349 |
| Profit (loss) for the period attributable to equity holders of the parent entity | 34 404 | (6 756) | 7 892 | (1 625) |
| Net cash flows from operating activities | 97 869 | 111 126 | 22 452 | 26 729 |
| Net cash flows from investing activities | (115 973) | (46 098) | (26 605) | (11 088) |
| Net cash flows from financing activities | 43 323 | (26 601) | 9 938 | (6 398) |
| Change in cash and cash equivalents | 25 219 | 38 427 | 5 785 | 9 243 |
| 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) | 0,50 | (0,10) | 0,11 | (0,02) |
| Diluted EPS (in PLN/EUR) | 0,50 | (0,10) | 0,11 | (0,02) |
| Mean PLN/EUR exchange rate* | 4,3591 | 4,1576 |
| As at 30 | As at 31 | As at 30 | As at 31 | |
|---|---|---|---|---|
| September 2016 | December 2015 | September 2016 | December 2015 | |
| PLN thousand | PLN thousand | EUR thousand | EUR thousand | |
| Assets | 1 826 014 | 1 813 235 | 423 473 | 425 492 |
| Long-term liabilities | 299 554 | 372 599 | 69 470 | 87 434 |
| Short-term liabilities | 768 296 | 682 515 | 178 176 | 160 159 |
| The liabilities directly related to the discontinued operations | 29 177 | 81 264 | 6 766 | 19 069 |
| Equity | 728 986 | 676 856 | 169 060 | 158 830 |
| Share capital | 69 288 | 69 288 | 16 069 | 16 259 |
| 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) | 10,52 | 9,77 | 2,44 | 2,29 |
| Diluted book value per share (in PLN/EUR) | 10,52 | 9,77 | 2,44 | 2,29 |
| 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** | - | - | 4,3120 | 4,2615 |
* - 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 and book value per share have been translated at the mean exchange rates published by the National Bank of Poland, prevailing on the balance sheet date.
| 3-month period | 9-month period | 3-month period | 9-month period | |
|---|---|---|---|---|
| ended on | ended on | ended on | ended on | |
| 30 September 2016 | 30 September 2016 | 30 September 2015 | 30 September 2015 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Continuing operations | ||||
| Revenues from sales of goods | 759 981 | 2 259 806 | 730 700 | 2 190 052 |
| Sales revenues | 759 981 | 2 259 806 | 730 700 | 2 190 052 |
| Costs of sales | (638 249) | (1 913 217) | (619 133) | (1 866 327) |
| Gross profit / (loss) on sales | 121 732 | 346 589 | 111 567 | 323 725 |
| Selling and distribution costs | (62 078) | (189 249) | (58 839) | (201 386) |
| Administrative expenses | (14 660) | (49 238) | (15 693) | (45 985) |
| Other operating income | 11 327 | 50 279 | 15 119 | 56 525 |
| Other operating expenses | (8 285) | (35 264) | (9 115) | (27 016) |
| Operating profit (loss) | 48 035 | 123 116 | 43 038 | 105 862 |
| Financial income | 523 | 1 143 | (1 076) | 1 021 |
| Financial expenses | (9 717) | (31 303) | (10 685) | (25 103) |
| Gross profit (loss) | 38 842 | 92 956 | 31 277 | 81 780 |
| Income tax | (6 325) | (23 767) | (8 556) | (7 169) |
| Net profit (loss) for the period from continuing operations | 32 517 | 69 189 | 22 721 | 74 611 |
| Discontinued operations | ||||
| Profit (loss) for the period from discontinued operations | (873) | (7 213) | (9 795) | (35 741) |
| Net profit (loss) for the financial year | 31 644 | 61 976 | 12 926 | 38 870 |
| Attributable to: The shareholders of the Parent Entity, of which: |
24 523 | 34 404 | 425 | (6 756) |
| - profit (loss) from continuing operations | 25 396 | 41 617 | 10 220 | 28 985 |
| - profit (loss) from discontinued operations | (873) | (7 213) | (9 795) | (35 741) |
| - | ||||
| Non-controlling shareholders, of which: | 7 121 | 27 572 | 12 501 | 45 626 |
| - profit (loss) from continuing operations - profit (loss) from discontinued operations |
7 121 - |
27 572 - |
12 501 - |
45 626 - |
| 31 644 | 61 976 | 12 926 | 38 870 | |
| Earnings per share: | ||||
| – basic from the profit (loss) for the period | ||||
| attributable to equity holders of the parent | 0,35 | 0,50 | 0,01 | (0,10) |
| – basic from the profit (loss) from continuing operations | ||||
| attributable to equity holders of the parent | 0,37 | 0,60 | 0,15 | 0,42 |
| – diluted from the profit (loss) for the period | ||||
| attributable to equity holders of the parent | 0,35 | 0,50 | 0,01 | (0,10) |
| – diluted from the profit (loss) from the continuing operations | ||||
| attributable to equity holders of the parent | 0,37 | 0,60 | 0,15 | 0,42 |
| 3-month period | 9-month period | 3-month period | 9-month period | |
|---|---|---|---|---|
| ended on | ended on | ended on | ended on | |
| 30 September 2016 | 30 September 2016 | 30 September 2015 | 30 September 2015 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Net profit / (loss) for the reporting period | 31 644 | 61 976 | 12 926 | 38 870 |
| Items to recognise in profit/loss in future periods: | ||||
| FX differences on translation of foreign operations | (21 635) | (16 994) | (3 401) | (1 302) |
| Deffered tax on items recognised directly in equity | (4 004) | (6 769) | 1 574 | 2 097 |
| Measurement of financial instruments | 18 823 | 31 419 | (6 562) | (10 495) |
| Items not to recognise in profit/loss in future periods: | ||||
| Actuarial gains/ losses | - | - | - | 868 |
| Deferred income tax on actuarial profit/loss | - | - | - | (243) |
| Other comprehensive income (net) | (6 816) | 7 656 | (8 388) | (9 075) |
| Total Comprehensive income for the period | 24 828 | 69 632 | 4 538 | 29 795 |
| Total comprehensive income: | ||||
| Equity holders of the parent | 22 855 | 43 274 | (5 380) | (13 069) |
| Non-controlling interest | 1 973 | 26 358 | 9 918 | 42 864 |
| As at 30 September | As at 30 June | As at 31 December | As at 30 September | |
|---|---|---|---|---|
| 2016 | 2016 | 2015 | 2015 | |
| (unaudited) | (after rev iew ) | (audited) | (unaudited) | |
| ASSETS | ||||
| Fixed assets | ||||
| Tangible fixed assets | 733 838 | 725 590 | 719 782 | 701 640 |
| Investment properties | 3 982 | 3 982 | 3 982 | 3 982 |
| Intangible assets | 51 403 | 52 694 | 51 622 | 51 925 |
| Interests in joint ventures | 4 992 | 5 224 | 5 169 | 5 018 |
| Other financial assets | 6 939 | 5 723 | 1 017 | 762 |
| Other non-financial assets | 1 429 | 1 489 | 1 472 | 2 813 |
| Deferred income tax asset | 25 128 | 30 402 | 47 625 | 46 189 |
| 827 712 | 825 104 | 830 668 | 812 329 | |
| Current assets | ||||
| Inventories | 344 352 | 378 261 | 390 631 | 334 724 |
| Trade and other receivables | 395 745 | 377 901 | 336 499 | 377 702 |
| Corporate income tax receivables | 11 737 | 10 297 | 6 941 | 11 701 |
| Other non-financial assets | 16 105 | 15 539 | 11 531 | 10 861 |
| Other financial assets | 2 679 | 520 | 944 | 1 648 |
| Cash and cash equivalents | 211 923 | 124 219 | 188 552 | 196 012 |
| 982 542 | 906 738 | 935 099 | 932 647 | |
| Assets related to discontinued operations | 15 760 | 18 370 | 47 467 | 63 481 |
| TOTAL ASSETS | 1 826 014 | 1 750 212 | 1 813 235 | 1 808 457 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Equity (attributable to the shareholders of the Parent Entity) | ||||
| Share capital | 69 288 | 69 288 | 69 288 | 69 288 |
| Reserve capital | 452 547 | 447 638 | 447 638 | 447 638 |
| Other reserves | 146 945 | 141 116 | 127 976 | 130 798 |
| FX differences on translation | 11 965 | 24 343 | 21 810 | 13 598 |
| Retained earnings / Accumulated losses | (152 130) | (176 654) | (181 625) | (127 594) |
| Cumulated other comprehensive income related to discontinued operations | (9 229) | (9 201) | (8 974) | (3 185) |
| 519 385 | 496 530 | 476 111 | 530 542 | |
| Non-controlling stake | 209 601 | 207 628 | 200 744 | 211 373 |
| Total equity | 728 986 | 704 158 | 676 856 | 741 916 |
| Long-term liabilities | ||||
| Interest-bearing loans and borrowings | 160 545 | 210 952 | 222 305 | 229 276 |
| Provisions | 80 575 | 84 597 | 82 855 | 86 846 |
| Other financial liabilities | 28 038 | 38 639 | 41 057 | 41 587 |
| Deferred income tax liability | 8 522 | 3 330 | 2 468 | 9 158 |
| Accruals and deferred income | 21 874 | 22 554 | 23 914 | 24 595 |
| 299 554 | 360 071 | 372 599 | 391 462 | |
| Short-term liabilities | ||||
| Interest-bearing loans and borrowings | 200 961 | 81 826 | 82 883 | 80 812 |
| Provisions | - | - | - | 164 |
| Other financial liabilities | 88 615 | 105 847 | 83 503 | 87 784 |
| Trade and other payables | 370 808 | 349 040 | 407 128 | 356 411 |
| Income tax liability | 765 | 880 | 281 | 557 |
| Accruals and deferred income | 107 147 | 108 377 | 108 720 | 100 876 |
| 768 296 | 645 970 | 682 515 | 626 604 | |
| The liabilities directly related to the discontinued operations | 29 177 | 40 013 | 81 264 | 48 476 |
| TOTAL LIABILITIES | 1 097 027 | 1 046 054 | 1 136 379 | 1 066 542 |
| TOTAL EQUITY AND LIABILITIES | 1 826 014 | 1 750 212 | 1 813 235 | 1 808 457 |
| 3-month period | 9-month period | 3-month period | 9-month period | |
|---|---|---|---|---|
| ended on | ended on | ended on | ended on | |
| 30 September | 30 September | 30 September | 30 September | |
| 2016 | 2016 | 2015 | 2015 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Cash flows from operating activities | ||||
| Gross profit/(loss) on continued operations | 38 842 | 92 956 | 31 277 | 81 780 |
| Gross profit /(loss) on discontinued operations | (878) | (8 212) | (9 791) | (35 975) |
| Gross profit (loss) | 37 963 | 84 744 | 21 486 | 45 805 |
| Adjustments for: | ||||
| Depreciation/amortisation | 28 830 | 88 440 | 28 051 | 88 460 |
| FX gains / (loss) | (1 097) | 4 611 | 2 895 | (408) |
| Net interest and dividends | 5 576 | 17 059 | 5 358 | 15 857 |
| Profit / loss from investing activities | (1 334) | (1 658) | (564) | 881 |
| Increase / decrease in receivables and other non-financial assets | (29 017) | (57 495) | (16 240) | (61 014) |
| Change to inventories | 21 612 | 54 551 | 29 047 | (2 966) |
| Increase / decrease in liabilities except for loans, borrowings and debt securities | 25 309 | (49 484) | (13 081) | 24 592 |
| Change in accruals and prepayments | (935) | (9 309) | 1 219 | 11 704 |
| Change in provisions | (1 910) | (30 103) | 1 265 | (3 794) |
| Income tax paid | (3 242) | (6 703) | (3 687) | (9 281) |
| Derecognition of emission rigths to CO2 | 42 | 410 | (267) | (122) |
| Co-generation certificates | 370 | 799 | 762 | 383 |
| Other | 318 | 2 006 | (1 006) | 1 030 |
| Net cash flows from operating activities | 82 485 | 97 869 | 55 236 | 111 126 |
| Cash flows from investing activities | ||||
| Disposal of tangible fixed and intangible assets | 1 215 | 1 935 | 0 | 194 |
| Purchase of tangible fixed and intangible assets | (55 520) | (118 839) | (22 749) | (66 943) |
| Inflows of bank deposit established for over 6 months | - | - | - | 20 651 |
| Other capital outflows / inflows | 930 | 930 | (0) | (0) |
| Net cash flows from investing activities | (53 375) | (115 973) | (22 749) | (46 098) |
| Cash flows from financing activities | ||||
| Change to overdraft facilities | (17 584) | (19 378) | (6 228) | 20 311 |
| Repayment of financial leasing liabilities | (754) | (2 298) | (730) | (2 163) |
| Inflows from other financial liabilities | 27 714 | 26 843 | 26 702 | 24 770 |
| Repayment of other financial liabilities Net inflows from bonds |
(34 113) 99 312 |
(1 249) 99 312 |
(26 744) - |
(1 870) - |
| Repayment of loans, borrowings and debt securities | (8 822) | (26 498) | (8 792) | (39 535) |
| Dividend disbursed to non-controlling shareholders | - | (17 502) | - | (12 950) |
| Interest paid | (4 894) | (15 908) | (4 697) | (15 166) |
| Net cash flows from financing activities | 60 858 | 43 323 | (20 489) | (26 601) |
| Change in cash and cash equivalents | 89 969 | 25 219 | 11 998 | 38 427 |
| Net FX differences | (2 568) | (1 463) | (529) | 139 |
| Cash and cash equivalents at the beginning of the period | 125 958 | 189 603 | 185 508 | 158 412 |
| Cash and cash equivalents at the end of the period | 213 359 | 213 359 | 196 978 | 196 978 |
| including with restricted access | 99 698 | 99 698 | - | - |
| A i bu b le t tr ta to t |
he har ho l der s e s o |
f he Pa En i t t t ty ren |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Cu la te d o t her mu |
|||||||||
| F X d i f fere nce s o n |
Re ta ine d e ing / arn s |
hen ive inc com p re s om e |
Eq i ty t tr i bu ta b le to a u |
||||||
| Re ser ve |
tran la t ion f fore ig s o n |
O t her |
( Ac la te d cum u |
la te d to d isc t inu d re on e |
tro l l ing non -co n |
||||
| S har i l ta e c ap |
i l ta cap |
ion t op era s |
res erv es |
los ) ses |
ion t op era s |
To l ta |
har ho l der s e s |
To l eq i ta ty u |
|
| As 0 1 Jan 2 0 1 6 t a uar y |
6 9 2 8 8 |
4 4 6 3 8 7 |
2 1 8 1 0 |
1 2 9 6 7 7 |
( 1 8 1 6 2 ) 5 |
( 8 9 4 ) 7 |
4 6 1 1 1 7 |
2 0 0 4 4 7 |
6 6 8 6 7 5 |
| Ne t p f i t / ( los ) for t he io d ro s p er |
- | - | - | - | 3 4 4 0 4 |
- | 3 4 4 0 4 |
2 7 5 7 2 |
6 1 9 7 6 |
| O t her hen ive inc ( t ) for t he io d co mp re s om e ne p er |
- | - | ( 1 0 0 9 9 ) |
1 8 9 6 9 |
- | - | 8 8 7 0 |
( 1 2 1 4 ) |
7 6 5 6 |
| To ta l co hen ive inc for t he io d mp re s om e p er |
- | - | ( 1 0 0 9 9 ) |
1 8 9 6 9 |
3 4 4 0 4 |
- | 4 3 2 7 4 |
2 6 3 5 8 |
6 9 6 3 2 |
| D iv i den d d is tr i bu t ion to n tro l l ing t i t ies on- con en |
- | - | - | - | - | - | - | ( ) 1 7 5 0 2 |
( ) 1 7 5 0 2 |
| D isc t inu d o t ion on e p era s |
- | - | 2 5 5 |
- | - | ( 2 ) 5 5 |
- | - | - |
| f / Pro i t los d is tr i bu t ion s |
- | 4 9 0 9 |
- | - | ( ) 4 9 0 9 |
- | - | - | - |
| Se ( ) As t 3 0 tem ber 2 0 1 6 d i te d a p una u |
6 9 2 8 8 |
4 5 2 5 4 7 |
1 1 9 6 5 |
1 4 6 9 4 5 |
( ) 1 5 2 1 3 0 |
( ) 9 2 2 9 |
5 1 9 3 8 5 |
2 0 9 6 0 1 |
7 2 8 9 8 6 |
| Cu la te d o t her mu |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| F X d i f fere nce s o n |
Re ine d e ing / ta arn s |
hen ive inc com p re s om e |
Eq i i bu b le ty t tr ta to u a |
||||||
| Re ser ve |
tran la t ion f fore ig s o n |
O t her |
( Ac la te d cum u |
la te d to d isc t inu d re on e |
tro l l ing non -co n |
||||
| S har i ta l e c ap |
i ta l cap |
t ion op era s |
res erv es |
los ) ses |
t ion op era s |
To ta l |
har ho l der s e s |
To ta l eq i ty u |
|
| As t 0 1 Jan 2 0 1 5 a uar y |
6 9 2 8 8 |
4 7 2 7 4 8 |
8 9 5 8 |
1 3 6 5 5 7 |
( 1 4 3 9 3 9 ) |
- | 5 4 3 6 1 2 |
1 8 1 4 5 9 |
7 2 5 0 7 1 |
| Ne f i ( los ) for he f ina ia l y t p t t ro s nc ear |
- | - | - | - | ( 1 2 8 ) 7 5 |
- | ( 1 2 8 ) 7 5 |
4 4 6 8 8 |
( 2 6 0 ) 5 7 |
| O t her hen ive inc ( t ) for t he co mp re s om e ne y ear |
- | - | 6 0 3 0 |
( 8 5 8 1 ) |
6 3 0 9 |
- | 3 7 5 8 |
1 1 5 3 |
4 9 1 1 |
| To ta l co hen ive inc for t he io d mp re s om e p er |
- | - | 6 0 3 0 |
( 8 5 8 1 ) |
( 6 4 9 4 9 ) |
- | ( 6 7 5 0 0 ) |
4 5 8 4 1 |
( 2 1 6 5 9 ) |
| D iv i den d d is tr i bu t ion to n tro l l ing t i t ies on- con en |
- | - | - | - | - | - | - | ( ) 2 6 5 5 6 |
( ) 2 6 5 5 6 |
| D isc t inu d o t ion on e p era s |
- | - | 6 8 2 1 |
- | 2 1 5 3 |
( ) 8 9 7 4 |
- | - | - |
| Pro f i / los d is i bu ion t tr t s |
- | ( 2 1 1 0 ) 5 |
- | - | 2 1 1 0 5 |
- | - | - | - |
| As 3 1 De ber 2 0 1 5 ( d i d ) t te a cem au |
6 9 2 8 8 |
4 4 7 6 3 8 |
2 1 8 1 0 |
1 2 7 9 7 6 |
( 1 8 1 6 2 5 ) |
( 8 9 7 4 ) |
4 7 6 1 1 1 |
2 0 0 7 4 4 |
6 7 6 8 5 6 |
| A t tr i bu ta b le to t |
he har ho l der s e |
f t he Pa t En t i ty s o ren |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Cu la te d o t her mu |
|||||||||
| F X d i f fere nce s o n |
Re ta ine d e ing / arn s |
hen ive inc com p re s om e |
Eq i ty t tr i bu ta b le to u a |
||||||
| Re ser ve |
tran la t ion f fore ig s o n |
O t her |
( Ac la te d cum u |
la te d to d isc t inu d re on e |
tro l l ing non -co n |
||||
| S har i l ta e c ap |
i l ta cap |
ion t op era s |
res erv es |
los ) ses |
ion t op era s |
To l ta |
har ho l der s e s |
To l eq i ta ty u |
|
| As t 0 1 Jan 2 0 1 5 a uar y |
6 9 2 8 8 |
4 7 2 7 4 8 |
8 9 5 8 |
1 3 6 5 5 7 |
( 1 4 3 9 3 9 ) |
- | 5 4 3 6 1 2 |
1 8 1 4 5 9 |
7 2 5 0 7 1 |
| Ne t p f i t / ( los ) for t he io d ro s p er |
- | - | - | - | ( 6 7 5 6 ) |
( 6 7 5 6 ) |
4 5 6 2 6 |
3 8 8 7 0 |
|
| O ( ) for t her hen ive inc t t he io d co mp re s om e ne p er |
- | - | ( ) 1 1 7 9 |
( ) 5 7 5 9 |
6 2 5 |
- | ( ) 6 3 1 3 |
( ) 2 7 6 2 |
( ) 9 0 7 5 |
| To ta l co hen ive inc for t he io d mp re s om e p er |
- | - | ( 1 1 7 9 ) |
( 5 7 5 9 ) |
( 6 1 3 1 ) |
- | ( 1 3 0 6 9 ) |
4 2 8 6 4 |
2 9 7 9 5 |
| D iv i den d d is tr i bu t ion to n tro l l ing t i t ies on- con en |
- | - | - | - | - | - | - | ( 1 2 9 5 0 ) |
( 1 2 9 5 0 ) |
| D isc t inu d o t ion on e p era s |
- | - | 5 8 1 8 |
- | ( ) 2 6 3 3 |
( ) 3 1 8 5 |
- | - | - |
| Pro f i / los d is i bu ion t tr t s |
- | ( 2 5 1 1 0 ) |
- | - | 2 5 1 1 0 |
- | - | - | - |
| As t 3 0 Se tem ber 2 0 1 5 ( d i te d ) a p una u |
6 9 2 8 8 |
4 4 7 6 3 8 |
1 3 5 9 8 |
1 3 0 7 9 8 |
( 1 2 7 5 9 4 ) |
( 3 1 8 5 ) |
5 3 0 5 4 2 |
2 1 1 3 7 3 |
7 4 1 9 1 6 |
| For the period | For the period | For the period | For the period | |
|---|---|---|---|---|
| from 01.01.2016 | from 01.01.2015 | from 01.01.2016 | from 01.01.2015 | |
| to 30.09.2016 | to 30.09.2015 | to 30.09.2016 | to 30.09.2015 | |
| PLN 000's | PLN 000's 7 |
EUR 000's | EUR 000's | |
| Revenues | 70 061 | 80 647 | 16 072 | 19 398 |
| Operating profit (loss) | 6 352 | 18 991 | 1 457 | 4 568 |
| Profit (loss) before tax | 1 619 | 15 681 | 371 | 3 772 |
| Profit (loss) from continuing operations | 1 619 | 15 681 | 371 | 3 772 |
| Profit (loss) for the period | 1 619 | 15 681 | 371 | 3 772 |
| Net operating cash flow | (508) | (22 864) | (117) | (5 499) |
| Net investment cash flow | (3 026) | 19 400 | (694) | 4 666 |
| Net financial cash flow | 98 248 | (1 064) | 22 539 | (256) |
| Net change in cash and cash equivalents | 94 714 | (4 527) | 21 728 | (1 089) |
| Weighted average number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Weighted average diluted number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| EPS (in PLN/EUR) | 0,02 | 0,23 | 0,01 | 0,05 |
| Diluted EPS (in PLN/EUR) | 0,02 | 0,23 | 0,01 | 0,05 |
| Average PLN/EUR rate* | 4,3591 | 4,1576 |
| As at 30 | As at | As at 30 | As at | |
|---|---|---|---|---|
| September 2016 | 31 December 2015 | September 2016 | 31 December 2015 | |
| PLN 000's | PLN 000's | EUR 000's | EUR 000's | |
| Assets | 1 027 067 | 950 202 | 238 188 | 222 974 |
| Long-term liabilities | 161 798 | 205 001 | 37 523 | 48 105 |
| Short-term liabilities | 194 362 | 76 242 | 45 075 | 17 891 |
| Equity | 670 906 | 668 959 | 155 590 | 156 977 |
| Share capital | 69 288 | 69 288 | 16 069 | 16 259 |
| Number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Diluted number of shares | 69 287 783 | 69 287 783 | 69 287 783 | 69 287 783 |
| Book value per share (in PLN/EUR) | 9,68 | 9,65 | 2,25 | 2,27 |
| Diluted book value per share (in PLN/EUR) | 9,68 | 9,65 | 2,25 | 2,27 |
| Declared or paid dividend (in PLN/EUR) | - | - | - | - |
| Declared or paid dividend per share (in PLN/EUR) | - | - | - | - |
| PLN/EUR rate at the end of the period** | 4,3120 | 4,2615 |
| 3 months | 9 months | 3 months | 9 months | |
|---|---|---|---|---|
| period ended | period ended | period ended | period ended | |
| 30 September 2016 | 30 September 2016 | 30 September 2015 | 30 September 2015 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Continuing operations | ||||
| Sales of services | 10 194 | 30 239 | 8 308 | 30 245 |
| Interest income | 114 | 366 | 274 | 687 |
| Dividends | 364 | 39 457 | 1 931 | 49 715 |
| Revenues | 10 672 | 70 061 | 10 514 | 80 647 |
| Cost of interest to subsidiaries | (1 600) | (5 013) | (1 756) | (6 173) |
| Gross profit on sales | 9 072 | 65 048 | 8 758 | 74 474 |
| Other operating income | 11 | 122 | 51 | 296 |
| Selling and distribution costs | (1 016) | (3 057) | (988) | (2 895) |
| Administrative expenses | (7 981) | (26 532) | (8 462) | (25 593) |
| Other operating expenses | (8 519) | (29 229) | (4 804) | (27 290) |
| Operating profit / (loss) | (8 432) | 6 352 | (5 446) | 18 991 |
| Finance income | 2 | 14 | (543) | 96 |
| Finance costs | (148) | (4 747) | (1 443) | (3 407) |
| Profit / (loss) before tax | (8 578) | 1 619 | (7 432) | 15 681 |
| Income tax | - | - | - | - |
| Net profit (loss) for the period from continuing operations | (8 578) | 1 619 | (7 432) | 15 681 |
| Discontinued operations | ||||
| Profit (loss) for the period from discontinued operations | - | - | - | - |
| Net profit (loss) for the period | (8 578) | 1 619 | (7 432) | 15 681 |
| Earnings per share: | ||||
| – basic from the profit (loss) for the period | (0,12) | 0,02 | (0,11) | 0,23 |
| – basic from the profit (loss) from continuing operations for the | ||||
| period | (0,12) | 0,02 | (0,11) | 0,23 |
| 3-month period | 9-month period | 3-month period | 9-month period | |
|---|---|---|---|---|
| ended on | ended on | ended on | ended on | |
| 30 September 2016 | 30 September 2016 | 30 September 2015 | 30 September 2015 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Net profit/(loss) for the reporting period Other total comprehensive income |
(8 578) | 1 619 | (7 432) | 15 681 |
| Items to recognise in profit/loss in future periods: | ||||
| FX differences from translation of foreign entities | 435 | 328 | 93 | 47 |
| Other comprehensive income (net) | 435 | 328 | 93 | 47 |
| Total comprehensive income | (8 143) | 1 947 | (7 339) | 15 728 |
| As at 30 September | As at 30 June | As at 31 December | As at 30 September | |
|---|---|---|---|---|
| 2016 | 2016 | 2015 | 2015 | |
| (unaudited) | (after review) | (audited) | (unaudited) | |
| ASSETS | ||||
| Fixed assets | ||||
| Tangible fixed assets | 1 836 | 1 936 | 2 108 | 1 811 |
| Intangible assets | 1 335 | 1 338 | 1 322 | 1 322 |
| Shares in subsidiaries | 841 584 | 841 584 | 838 741 | 824 042 |
| Other non-financial assets | 1 066 | 1 115 | 1 103 | 866 |
| 845 821 | 845 974 | 843 274 | 828 042 | |
| Current assets | ||||
| Trade and other receivables | 61 864 | 71 893 | 81 928 | 72 364 |
| Income tax receivables | 425 | 270 | 193 | 312 |
| Other financial assets | 11 285 | 11 297 | 12 683 | 27 674 |
| Other non-financial assets | 3 523 | 2 604 | 2 689 | 519 |
| Cash and cash equivalents | 104 149 | 7 681 | 9 435 | 14 079 |
| 181 245 | 93 744 | 106 927 | 114 948 | |
| TOTAL ASSETS | 1 027 067 | 939 718 | 950 202 | 942 991 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share capital | 69 288 | 69 288 | 69 288 | 69 288 |
| Reserve capital | 447 641 | 447 641 | 447 641 | 447 641 |
| Other reserves | 152 781 | 152 781 | 147 871 | 147 871 |
| FX differences on translation | 618 | 184 | 290 | 564 |
| Retained earnings / Accumulated losses | (9 448) | 9 157 | 3 870 | 15 257 |
| Total equity | 660 880 | 679 049 | 668 959 | 680 621 |
| Long-term liabilities | ||||
| Interest-bearing loans and borrowings | 160 441 | 188 260 | 203 357 | 194 848 |
| Provisions | 1 112 | 1 164 | 1 151 | 862 |
| Other long-term liabilities | 246 | 293 | 390 | 333 |
| Accruals and deferred income | - | 213 | 103 | 260 |
| 161 798 | 189 929 | 205 001 | 196 304 | |
| Short-term liabilities | ||||
| Short-term provisions | - | - | - | 164 |
| Interest-bearing loans and borrowings | 125 295 | 875 | 788 | 343 |
| Trade payables | 59 947 | 62 423 | 69 593 | 58 851 |
| Other financial liabilities | 192 | 192 | 187 | 156 |
| Other short-term liabilities | 1 716 | 1 889 | 1 688 | 1 707 |
| Accruals and deferred income | 7 212 | 5 362 | 3 985 | 4 845 |
| 194 362 | 70 740 | 76 242 | 66 066 | |
| TOTAL LIABILITIES | 356 160 | 260 669 | 281 243 | 262 370 |
| TOTAL EQUITY AND LIABILITIES | 1 017 040 | 939 718 | 950 202 | 942 991 |
| 3-month period ended on |
9-month period ended on |
3-month period ended on |
9-month period ended on |
|
|---|---|---|---|---|
| 30 September | 30 September | 30 September | 30 September | |
| 2016 | 2016 | 2015 | 2015 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Cash flows from operating activities | ||||
| Gross profit (loss) | (8 578) | 1 619 | (7 432) | 15 681 |
| Adjustments for: | ||||
| Depreciation/amortisation | 100 | 298 | 73 | 199 |
| FX gains / (loss) | 435 | 329 | 712 | 377 |
| Impairment of non-current assets | - | - | 710 | 5 234 |
| Net interest and dividends | 359 | 1 064 | 362 | 1 060 |
| Increase / decrease in receivables and other non-financial assets | 9 159 | 19 267 | 12 012 | (26 789) |
| Increase / decrease in liabilities except for loans, borrowings and debt securities | (2 649) | (9 613) | (14 101) | 22 799 |
| Change in accruals and prepayments | 1 637 | 3 123 | (51) | (1 030) |
| Change in provisions | (52) | (39) | (222) | (665) |
| Income tax paid | (155) | (232) | (51) | (179) |
| Increase / decrease in loans to subsidiaries | (2 698) | (16 323) | (2 094) | (39 550) |
| Net cash flows from operating activities | (2 442) | (508) | (10 083) | (22 864) |
| Cash flows from investing activities | ||||
| Purchase of tangible fixed and intangible assets | (44) | (183) | (579) | (1 250) |
| Purchase of interest in subsidiary entity | - | (2 843) | - | - |
| Short-term deposit | - | - | - | 20 651 |
| Net cash flows from investing activities | (44) | (3 026) | (579) | 19 400 |
| Cash flows from financing activities | ||||
| Interest paid | (359) | (1 064) | (361) | (1 064) |
| Net inflows from bonds | 99 312 | 99 312 | - | - |
| Net cash flows from financing activities | 98 953 | 98 248 | (361) | (1 064) |
| Change in cash and cash equivalents | 96 468 | 94 714 | (11 023) | (4 527) |
| Cash and cash equivalents at the beginning of the period | 7 681 | 9 435 | 25 103 | 18 607 |
| Cash and cash equivalents at the end of the period | 104 149 | 104 149 | 14 079 | 14 079 |
| including with restricted access | 99 698 | 99 698 |
| F X d i f fere nce s o n |
Re ta ine d e ing / arn s |
|||||
|---|---|---|---|---|---|---|
| tran la t ion f fore ig s o n |
( Ac la te d cum u |
|||||
| S har i l ta e c ap |
Re i l ta ser ve cap |
ion t op era s |
O her t res erv es |
los ) ses |
To l eq i ta ty u |
|
| As 0 1 Jan 2 0 1 6 t a uar y |
6 9 2 8 8 |
4 4 7 6 4 1 |
2 9 0 |
1 4 7 8 7 1 |
3 8 7 0 |
6 6 8 9 5 9 |
| Ne t p f i t for t he io d ro p er |
- | - | - | - | 1 6 1 9 |
1 6 1 9 |
| O t her hen ive inc ( t ) for t he io d co mp re s om e ne p er |
- | - | 3 2 8 |
- | - | 3 2 8 |
| To ta l co hen ive inc for t he io d mp re s om e p er |
- | - | 3 2 8 |
- | 1 6 1 9 |
1 9 4 7 |
| Pro f i t d is tr i bu t ion |
- | - | - | 4 9 1 0 |
( 4 9 1 0 ) |
- |
| Pa ts w i t h in t he tax y me n g rou p |
- | - | - | - | - | - |
| 3 0 Se 2 0 1 6 ( ) As t tem ber d i te d a p una u |
6 9 2 8 8 |
6 1 4 4 7 4 |
6 1 8 |
1 2 8 1 5 7 |
8 5 7 |
6 0 9 0 7 5 |
| F X d i f fere nce s o n |
Re ta ine d e ing / arn s |
|||||
|---|---|---|---|---|---|---|
| f fore tran la t ion ig s o n |
( Ac la te d cum u |
|||||
| S har i l ta e c ap |
Re i l ta ser ve cap |
ion t op era s |
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To l eq i ta ty u |
|
| As t 0 1 Jan 2 0 1 5 a uar y |
6 9 2 8 8 |
4 7 2 7 5 1 |
5 1 7 |
1 4 7 8 7 1 |
( 2 5 5 3 3 ) |
6 6 4 8 9 2 |
| Ne t p f i t / los for t he ro s y ear |
- | - | - | - | 4 9 0 9 |
4 9 0 9 |
| O t her t co hen ive inc for t he ne mp re s om e ear y |
- | - | ( 2 2 7 ) |
- | - | ( 2 2 7 ) |
| To l co hen ive inc for he io d ta t mp re s om e p er |
- | - | ( 2 2 ) 7 |
- | 4 9 0 9 |
4 6 8 2 |
| Pro f i d is i bu ion t tr t |
- | ( 2 1 1 0 ) 5 |
- | - | 2 1 1 0 5 |
- |
| Pa ts w i t h in t he tax y me n g rou p |
- | - | - | - | ( 6 1 7 ) |
( 6 1 7 ) |
| As t 3 1 De ber 2 0 1 5 ( d i te d ) a cem au |
6 9 2 8 8 |
4 4 7 6 4 1 |
2 9 0 |
1 4 7 8 7 1 |
3 8 7 0 |
6 6 8 9 5 9 |
| F X d i f fere nce s o n |
Re ine d e ing / ta arn s |
|||||
|---|---|---|---|---|---|---|
| tran la t ion f fore ig s o n |
( Ac la te d cum u |
|||||
| S har i ta l e c ap |
Re i ta l ser ve cap |
t ion op era s |
O t her res erv es |
los ) ses |
To ta l eq i ty u |
|
| As t 0 1 Jan 2 0 1 5 a uar y |
6 9 2 8 8 |
4 7 2 7 5 1 |
5 1 7 |
1 4 7 8 7 1 |
( 2 5 5 3 3 ) |
6 6 4 8 9 2 |
| Ne t p f i t for t he io d ro p er |
- | - | - | - | 1 5 6 8 1 |
1 5 6 8 1 |
| O t her hen ive inc ( t ) for t he io d co mp re s om e ne p er |
- | - | 4 7 |
- | - | 4 7 |
| To l co hen ive inc for he io d ta t mp re s om e p er |
- | - | 4 7 |
- | 1 5 6 8 1 |
1 5 7 2 8 |
| Pro f i t d is tr i bu t ion |
- | ( 2 5 1 1 0 ) |
- | 2 5 1 1 0 |
- | |
| Pa ts w i t h in t he tax y me n g rou p |
- | - | - | - | - | - |
| As 3 0 Se ber 2 0 1 ( d i d ) t tem 5 te a p una u |
6 9 2 8 8 |
4 4 6 4 1 7 |
6 4 5 |
1 4 8 1 7 7 |
1 2 5 5 7 |
6 8 0 6 2 1 |
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 advertising industry. As of the day hereof, the Arctic Paper Group employs app. 1,700 people in its Paper Mills and Pulp Mills, companies dealing in paper distribution the procurement office. Our 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. The Pulp Mills are located in Sweden and have total production capacity of 400,000 tons per year. The Group has seventeen Sales Offices which handle distribution and marketing of products offered by the Group providing access to all European markets, including Central and Eastern Europe.
Our consolidated sales revenues for nine months of 2016 amounted to PLN 2,260 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 SA. Previously they were owned by Arctic Paper AB (now Trebruk AB), which was then the parent company of Arctic Paper S.A.
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:
In addition, under the expansion, the Group acquired the Paper Mill Arctic Paper Mochenwangen (Germany) in November 2008 and the Paper Mill Grycksbo (Sweden) in March 2010. In 2012, the Group acquired shares in Rottneros AB, a company listed on NASDAQ in Stockholm, Sweden, holding interests in two Pulp Mills (Sweden).
The Parent Company 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 Company holds statistical number REGON 080262255.
The quarterly abbreviated consolidated financial statements of the Company cover profit and loss account, statement of comprehensive income and a cash flow statement for the periods of three and nine months ended on 30 September 2016 and contains comparable data for the equivalent periods ended on 30 September 2015. The abbreviated quarterly consolidated financial statements of the Company comprise a statement of changes in equity for the period of nine months ended on 30 September 2016 and include comparative data for the equivalent period ended on 30 September 2015 as well as for the twelve month period ended on 31 December 2015.
The abbreviated quarterly consolidated financial statements of the Company comprise also a balance sheet as at 30 September 2016 and include comparative data as at 30 June 2016, 31 December 2015 and 30 September 2015.
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 30 September 2016) 40,006,449 shares of our Company, which constitutes 57.74% of its share capital and corresponds to 57.74% 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 5,848,658 shares representing 8.44% of the total number of shares in the Company, and indirectly via an entity other than Nemus
The Group is composed of Arctic Paper S.A. and the following subsidiaries:
Holding AB – 1,350,000 shares accounting for 1.95% of the total number of shares of the Issuer.
The parent company of the Arctic Paper Group is Incarta Development S.A.
The duration of the Company is indefinite.
| Group's interest in the equity of the | |||||
|---|---|---|---|---|---|
| Registered office | Business activities | 10 November 2016 |
30 September 2016 |
29 August 2016 |
31 December 2015 |
| Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Paper production | 100% | 100% | 100% | 100% |
| Sweden, SE 455 81 Munkedal | Paper production | 100% | 100% | 100% | 100% |
| Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Paper production | 99,74% | 99,74% | 99,74% | 99,74% |
| Sweden, Box 1, SE 790 20 Grycksbo | Paper production | 100% | 100% | 100% | 100% |
| United Kingdom, Quadrant House, 47 Croydon Road, Caterham, Surrey |
Trading company | 100% | 100% | 100% | 100% |
| Latvia, K. Vardemara iela 33-20, Riga LV-1010 |
Trading company | 100% | 100% | 100% | 100% |
| Germany, Am Sandtorkai 72, 20457 Hamburg |
Trading company | 100% | 100% | 100% | 100% |
| Belgium, Ophemstraat 24, B-3050 Oud-Heverlee |
Trading company | 100% | 100% | 100% | 100% |
| Switzerland, Technoparkstrasse 1, 8005 Zurich |
Trading company | 100% | 100% | 100% | 100% |
| Italy, Via Cavriana 7, 20 134 Milan | Trading company | 100% | 100% | 100% | 100% |
| Ireland, 4 Rosemount Park Road, Dublin 11 |
Non-active company | - | 100% | 100% | 100% |
| subsidiary entities as at |
| Group's interest in the equity of the subsidiary entities as at |
||||||
|---|---|---|---|---|---|---|
| Entity | Registered office | Business activities | 10 November 2016 |
30 September 2016 |
29 August 2016 |
31 December 2015 |
| Arctic Paper Danmark A/S | Denmark, Korskildelund 6 DK-2670 Greve |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper France SAS | France, 43 rue de la Breche aux Loups, 75012 Paris |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Espana SL | Spain, Avenida Diagonal 472-474, 9-1 Barcelona |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Papierhandels GmbH | Austria, Hainborgerstrasse 34A, A-1030 Wien |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Polska Sp. z o.o. | Poland, Okrężna 9, 02-916 Warsaw |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Norge AS | Norway, Rosenholmsveien 25, NO-1411 Kolbotn |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Sverige AB | Sweden, SE 455 81 Munkedal | Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper East Sp. z o.o. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Trading company | 100% | 100% | 100% | 100% |
| Arctic Paper Investment GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Finance AB | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Verwaltungs GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% | 100% |
| Arctic Paper Immobilienverwaltung | Germany, Fabrikstrasse 62, | Activities of holding | ||||
| GmbH&Co. KG* | DE-882, 84 Wolpertswende | companies | 94,90% | 94,90% | 94,90% | 94,90% |
| Arctic Paper Investment AB ** | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 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% | 100% |
| Arctic Paper Munkedals Kraft AB | Sweden, 455 81 Munkedal | Production of hydropower | 100% | 100% | 100% | 100% |
| Rottneros AB | Sweden, Sunne | Activities of holding companies |
51,27% | 51,27% | 51,27% | 51,27% |
| Rottneros Bruk AB | Sweden, Sunne | Pulp production | 51,27% | 51,27% | 51,27% | 51,27% |
| Utansjo Bruk AB | Sweden, Harnösand | Non-active company | 51,27% | 51,27% | 51,27% | 51,27% |
| Vallviks Bruk AB | Sweden, Söderhamn | Pulp production | 51,27% | 51,27% | 51,27% | 51,27% |
| Rottneros Packaging AB | Sweden, Stockholm | Production of food packaging | 51,27% | 51,27% | 51,27% | 51,27% |
| SIA Rottneros Baltic | Latvia, Ventspils | Procurement bureau | 51,27% | 51,27% | 51,27% | 51,27% |
* - companies established for the purpose of the acquisition of Arctic Paper Mochenwangen GmbH
** - the company established for the purpose of the acquisition of Grycksbo Paper Holding AB
As at 30 September 2016 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.
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 in its hydro power plant. The purpose of the purchase was to implement the strategy of increasing its own energy potential. The shares in Kalltorp Kraft were recognised as a joint venture and measured with the equity method.
On 28 July 2015, the Company's Management Board published its profitability improvement plan ("Programme") of
As at 30 September 2016, the Parent Company's Management Board was composed of:
Since 30 September 2016 until the publication of these interim abbreviated consolidated financial statements there were no changes to the composition of the Management Board of the Parent Entity.
As at 30 September 2016, the Parent Company's Supervisory Board was composed of:
On 30 June 2016 Mr Dariusz Witkowski filed his resignation from the function of a Member of the Supervisory Board. On 8 August resignation from membership in the Supervisory Board was filed by Mr Rolf Olof Grundberg, effective on 14 September 2016, and on 16 August resignation from membership in the Supervisory Board was filed by Rune Ingvarsson, effective on 14 September 2016.
On 14 September 2014, the Extraordinary General Meeting appointed two new Members of the Supervisory Board: Mr Per Lundeen and Mr Maciej Georg.
note 9 to these abbreviated consolidated financial statements. An element of the programme is an active search for an investor for the Arctic Paper Mochenwangen facility and in parallel an analysis of the possibility to take measures for further reduction of losses generated by the Paper Mill, including those relating to the discontinuation of operations. Production at Arctic Paper Mochenwangen was closed in December 2015.
the Arctic Paper SA. Capital Group, described in more detail in
On 25 October 2016, Arctic Paper Ireland Ltd. with its registered office in Dublin, Ireland, finished its operations and was deleted from the register of entrepreneurs.
At its meeting on 22 September 2016, the Supervisory Board elected the Chairperson of the Supervisory Board from among its Members and elected Mr Per Lundeen as the Chairman and Mr Roger Mattsson as the Deputy Chairman of the Supervisory Board. Until the date hereof, there were no changes to the composition of the Supervisory Board of the Parent Company.
As at 30 September 2016, the Parent Company's Audit Committee was composed of:
In connection with the appointment of new Members of the Supervisory Board by the Extraordinary General Meeting on 14 September 2016, there were also changes in the composition of the Audit Committee – on 22 September 2016 new Members were appointed by the Supervisory Board: Mr Per Lundeen and Mr Maciej Georg.
Until the date hereof, there were no other changes in the composition of the Audit Committee of the Parent Company.
These abbreviated quarterly consolidated financial statements were approved for publication by the Management Board on 10 November 2016.
These abbreviated consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), in particular in accordance with IAS 34 and IFRS endorsed by the European Union.
These abbreviated consolidated financial statements have been presented in Polish zloty ("PLN") and all values are rounded to the nearest thousand (PLN '000) except as stated otherwise.
The abbreviated consolidated financial statements do not include all the information and disclosures required in the
The accounting principles (policies) adopted in the preparation of the interim abbreviated consolidated financial statements are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year that commenced on 1 January 2015, except for the following changes to standards and new interpretations binding for annual periods beginning on or after 1 January 2016.
annual consolidated financial statements and should be read in conjunction with the Group's annual consolidated financial statements for the year ended on 31 December 2015.
These abbreviated consolidated financial statements have been prepared based on the assumption that the Group companies will continue as a going concern in the foreseeable future.
As of the publication date hereof, no circumstances were identified that would pose a threat to the Group companies continuing as a going concern.
further, a definition is introduced of the definition of the condition to provide the services and the condition related to performance underlying the right to acquire the entitlements.
The Company does not have programmes of sharebased payments and the implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IFRS 3 Business Combinations The modifications apply prospectively and clarify the conditional payment which is not classified as an element of capitals is measured at fair value through profit and loss irrespective of the fact if it is covered with IAS 39 or not.
The implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IFRS 8 Operating Segments The modifications apply retrospectively and clarify as follows:
The entity should disclose the judgements made by the Management Board in applying the aggregation criteria to allow two or more operating segments to be aggregated as described in paragraph 12 of IFRS 8, including a brief description the segments that were aggregated and a description of economic segments used for the analysis of similarities
Reconciliation of assets in a segment with total assets of the entity is required only if such amounts are regularly provided to the chief operating decision maker.
The entity has incorporated the modification and discloses information in line with IFRS 8 in note 8.
■ Modifications to IAS 16 Tangible fixed assets and IAS 38 Intangible Assets
The modifications apply retrospectively and clarify that an asset may be revalued on the basis of acquired observable data by adjusting the gross book value of the asset to market value or by determining the gross book value proportionately that the obtained book value is equal to market value. Additionally, depreciation is the difference between the gross value and the book value of the asset.
The modification applies to property, plant and equipment and intangible assets in accordance with the model of revalued value. The Company does not apply the model and therefore the implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IFRS 13 Fair Value Measurement The modifications clarify that the removal of paragraph B5.4.12 from IFRS 9 Financial Instruments: Recognition and Measurement was not aimed at modifying the requirements related to the measurement of current receivables and payables. In this connection, entities continue to be able to measure current receivables and payables at nominal if the discount effect has no material impact on the presented financial data.
The implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IAS 24 Related Party Disclosures The modifications apply retrospectively and clarify that the managing entity (providing the services of key management personnel) is treated as a related party for the purposes of disclosures concerning related parties. Additionally, the entity that uses the services provided by a managing entity is obliged to disclose the costs of such services.
The clarification is compliant with the classification method of the managing entity as a related party and the disclosures relating to such managing entity.
■ Modifications resulting from a review of IFRS 2012-2014 covering:
■ Modifications to IFRS 5 Fixed Assets Held for Sale and Discontinued Operations
Assets (groups for sale) are usually sold by sale or handover to owners. The modifications clarify that a replacement of one method with another will not be treated as a new disposal plan but as a continuation of the original plan.
The implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IAS 34 Interim Financial Reporting
The modifications clarify that the requirements related to interim disclosures may be complied with by either making appropriate disclosures in the interim financial statements or adding references between the interim financial statements and another report (e.g. Management Board's report from operations). The other information in the interim financial statements must be accessible to readers subject to the same principles and at the same time when the interim financial statements are made available.
The implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IAS 16 and IAS 38 Clarification of acceptable depreciation/amortisation methods The modifications clarify the principles in IAS 16 and IAS
38 stating that the depreciation/amortisation methods relying on revenues reflects the method in which the entity generates economic benefits from assets and not the anticipated method of using future economic benefits generated by such asset. In result, the method bases on revenues may not be applied to depreciate fixed assets and only under certain circumstances it may be applied to the amortisation of intangible assets. The modifications apply prospectively.
The implementation of the modifications has not affected the Company's financial condition or performance.
■ Modifications to IAS 27 Equity Method in Separate Financial Statements
The modifications allow entities to disclose in their separate financial statements investments in subsidiary, associated entities and in joint ventures with the application of the equity method. The entities that apply IFRS and decide to modify the consolidation method of their investments to the equity method will apply the modification retrospectively.
The entity has not applied the option allowed by the modification in its standalone financial statements.
■ Modifications to IAS 1 Disclosures
The modifications clarify the existing requirements of IAS 1 related to:
Additionally, the modifications clarify the requirements that apply when additional interim amounts are disclosed in the statement of financial position and profit and loss account and in the statement of other total comprehensive income
The implementation of the modifications has not affected the Company's financial condition or performance.
Additionally, the following new or modified standards or interpretations apply to annual periods beginning on or after 1 January 2016; however, they do not apply to the information presented and disclosed in the Company's financial statements:
■ Modifications to IAS 16 and IAS 41 Agriculture: Bearer Plants
The modifications relate to the recognition of bearer plants.
arrangement.
The modification applies to the recognition of contributions made by employees or third parties at recognition of defined benefit plans.
constitute continuation of exposure to financial assets.
The modification applies to estimates of the discount rate.
The adoption of the aforementioned changes to standards did not cause changes of the comparative data.
The Group has not decide to adopted earlier any other standard, interpretation or amendment that was issued but is not yet effective.
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. Nonmonetary foreign currency assets and liabilities recognised at historical cost are translated at the historical foreign exchange rates prevailing on the transaction date. Non-monetary foreign currency assets and liabilities recognised at fair value are translated into PLN 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 foreign exchange differences arising from the translation are recognised directly in equity as a separate 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 income statement.
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:
| 30 September 2016 | 31 December 2015 | |
|---|---|---|
| USD | 3,8558 | 3,9011 |
| EUR | 4,3120 | 4,2615 |
| SEK | 0,4487 | 0,4646 |
| DKK | 0,5786 | 0,5711 |
| NOK | 0,4796 | 0,4431 |
| GBP | 4,9962 | 5,7862 |
| CHF | 3,9802 | 3,9394 |
Mean foreign exchange rates for the reporting periods are as follows:
| 01.01 - 30.09.2016 | 01.01 - 30.09.2015 | |
|---|---|---|
| USD | 3,9055 | 3,7324 |
| EUR | 4,3591 | 4,1576 |
| SEK | 0,4652 | 0,4438 |
| DKK | 0,5853 | 0,5575 |
| NOK | 0,4649 | 0,4718 |
| GBP | 5,4386 | 5,7199 |
| CHF | 3,9859 | 3,9202 |
Additionally, presentation was changed to the other operating income and operational expenses in the consolidated profit and loss account for the period of 3 and 9 months ended on 30 September 2015 by reducing the other operating income and costs of sales by PLN 1,703 thousand and PLN 11,094 thousand.
In the first three quarters of 2016 there were no other changes to the accounting policies that would result in changes to the comparable data.
The Group's activities are not of seasonal or cyclical nature. Therefore the results presented by the Group do not change significantly during the year.
The principal operations of the Group are paper production which is conducted in three Paper Mills belonging to the Group and pulp production in two Pulp Mills.
The Group identifies four business segments:
■ Uncoated paper – paper for printing or other graphic purposes, including wood-free and wood-containing paper. Uncoated wood-free paper can 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.
■ Coated paper – wood-free paper for printing or other graphic purposes, one-side or two-side coated with mixtures containing mineral pigments, such as china clay, calcium carbonate, etc. The coating process can involve different methods, both on-line and off-line, and can be supplemented by super-calendering to ensure a smooth surface. Coating improves the quality of printed photos and illustrations.
The split of operating segments into the uncoated and coated paper segments is due to the following factors:
segment which to a certain extent distorts the financial results generated by each Paper Mill,
■ The results of the Arctic Paper Group are under the pressure of global market trends with respect to the prices of paper and core raw materials, in particular of pulp, and to a lesser extent are subject to the specific conditions of production entities.
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 results of the Rottneros Groups are analysed on the basis of reports published at NASDAQ, Stockholm. The results of operations are measured primarily on the basis of EBITDA.
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 IFRS. In accordance with 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 split by segments of the Group for the period of 9 months ended on 30 September 2016 and as at 30 September 2016.
Nine-month period ended on 30 September 2016 and as at 30 September 2016
| Continuing Operations | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Exclusions | Total continuing operations |
|
| Revenues | |||||||
| Sales to external customers | 1 174 057 | 524 632 | 561 117 | - | 2 259 806 | - | 2 259 806 |
| Sales between segments | - | 14 622 | 38 550 | 29 943 | 83 116 | (83 116) | - |
| Total segment revenues | 1 174 057 | 539 255 | 599 667 | 29 943 | 2 342 922 | (83 116) | 2 259 806 |
| Result of the segment | |||||||
| EBITDA | 113 876 | (5 727) | 101 938 | 723 | 210 810 | 409 | 211 219 |
| Interest income | 5 341 | 21 | 0 | 1 536 | 6 898 | (6 689) | 209 |
| Interest expense income | (9 381) | (5 207) | - | (8 251) | (22 839) | 5 538 | (17 301) |
| Depreciation/amortisation | (39 325) | (20 146) | (28 335) | (298) | (88 103) | - | (88 103) |
| FX gains and other financial | |||||||
| income | 69 | - | 930 | 39 963 | 40 963 | (40 029) | 933 |
| FX losses and other financial | |||||||
| expenses | (7 909) | (2 093) | (2 791) | (1 509) | (14 302) | 300 | (14 002) |
| Gross profit | 62 672 | (33 152) | 71 742 | 32 165 | 133 427 | (40 471) | 92 956 |
| Assets of the segment | 1 021 501 | 264 697 | 572 676 | 342 652 | 2 201 527 | (421 394) | 1 780 134 |
| Liabilities of the segment | 533 403 | 347 001 | 163 776 | 356 160 | 1 400 340 | (341 012) | 1 059 328 |
| Capital expenditures | 32 190 | 1 325 | 84 949 | 36 | 118 499 | - | 118 499 |
| Interests in joint ventures | 4 992 | - | - | - | 4 992 | - | 4 992 |
■ Revenues from inter-segment transactions are eliminated on consolidation.
■ The results of the segments do not cover financial income (PLN 1,143 thousand of which PLN 209 thousand is interest income) and financial expenses (PLN 31,303 thousand) of which PLN 17,301 thousand is interest expense), depreciation/amortisation (PLN 88,103 thousand) and income tax liability (PLN -23,767 thousand). However, segment result includes inter-segment loss (PLN 409 thousand).
■ Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 25,128 thousand), provision: PLN 8,522 thousand), since those items are managed at the Group level. Segment assets do not also include investments in companies operating within the Group.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 3 months ended on 30 September 2016 and as at 30 September 2016.
Three-month period ended on 30 September 2016 and on 30 September 2016
| Continuing Operations | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Exclusions | Total continuing operations |
|
| Revenues | |||||||
| Sales to external customers | 399 661 | 169 627 | 190 693 | - | 759 981 | - | 759 981 |
| Sales between segments | (23) | 4 788 | 12 028 | 10 285 | 27 078 | (27 078) | - |
| Total segment revenues | 399 638 | 174 415 | 202 721 | 10 285 | 787 059 | (27 078) | 759 981 |
| Result of the segment | |||||||
| EBITDA | 44 537 | 4 085 | 27 615 | (3) | 76 234 | 622 | 76 856 |
| Interest income | 1 720 | 0 | - | 592 | 2 312 | (2 252) | 60 |
| Interest expense income | (3 084) | (1 740) | - | (2 685) | (7 508) | 1 763 | (5 745) |
| Depreciation/amortisation | (13 351) | (6 265) | (9 104) | (100) | (28 821) | - | (28 821) |
| FX gains and other financial | |||||||
| income | 3 | - | 461 | 527 | 991 | (527) | 464 |
| FX losses and other financial | |||||||
| expenses | (3 185) | (710) | (912) | 937 | (3 870) | (101) | (3 971) |
| Gross profit | 26 641 - |
(4 629) - |
18 059 - |
(732) - |
39 338 | (496) - |
38 842 |
| Assets of the segment | 1 021 501 | 264 697 | 572 676 | 342 652 | 2 201 527 | (421 394) | 1 780 134 |
| Liabilities of the segment | 533 403 | 347 001 | 163 776 | 356 160 | 1 400 340 | (341 012) | 1 059 328 |
| Capital expenditures | 15 016 | 494 | 39 993 | - | 55 503 | - | 55 503 |
| Interests in joint ventures | 4 992 | - | - | - | 4 992 | - | 4 992 |
■ Revenues from inter-segment transactions are eliminated on consolidation.
■ The results of the segments do not cover financial income (PLN 523 thousand of which PLN 60 thousand is interest income) and financial expenses (PLN 9,717 thousand of which PLN 5,745 thousand is interest expense), depreciation/amortisation (PLN 28,821 thousand) and income tax liability (PLN -6,325 thousand). However, segment result includes inter-segment loss (PLN 622 thousand).
■ Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 25,128 thousand), provision: PLN 8,522 thousand), since those items are managed at the Group level. Segment assets do not also include investments in companies operating within the Group.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 9 months ended on 30 September 2015 and as at 31 December 2015.
Nine-month period ended on 30 September 2015 and as at 31 December 2015
| Continuing Operations | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Exclusions | Total continuing operations |
|
| Revenues | |||||||
| Sales to external customers | 1 129 412 | 503 314 | - | 2 190 052 | - | 2 190 052 | |
| Sales between segments | 2 213 | 14 514 | 29 925 | 95 082 | (95 082) | - | |
| Total segment revenues | 1 131 625 | 517 828 | 29 925 | 2 285 134 | (95 082) | 2 190 052 | |
| Result of the segment | |||||||
| EBITDA | 64 100 | (11 449) | 1 896 | 188 529 | (1 168) | 187 361 | |
| Interest income | 6 975 | 119 | 1 823 | 8 918 | (7 900) | 1 018 | |
| Interest expense income | (9 270) | (4 787) | (9 150) | (23 207) | 6 860 | (16 347) | |
| Depreciation/amortisation | (37 704) | (19 692) | (199) | (81 498) | - | (81 498) | |
| Impairment of fixed assets | - | 0 | - | (28 540) | (28 540) | 28 540 | - |
| FX gains and other financial | |||||||
| income | 842 | - | 49 850 | 50 692 | (50 689) | 3 | |
| FX losses and other financial | |||||||
| expenses | (6 224) | (2 620) | - | (10 175) | 1 418 | (8 756) | |
| Gross profit | 18 719 | (38 429) | 15 681 | 104 718 | (22 938) | 81 780 | |
| Assets of the segment | 1 090 810 | 309 111 | 238 082 | 2 163 508 | (450 535) | 1 712 974 | |
| Liabilities of the segment | 641 627 | 377 625 | 281 243 | 1 454 278 | (401 631) | 1 052 647 | |
| Capital expenditures | 37 042 | 3 773 | 1 105 | 60 114 | - | 60 114 | |
| Interests in joint ventures | 5 169 | - | - | - | 5 169 | - | 5 169 |
■ Revenues from inter-segment transactions are eliminated on consolidation.
■ The results of the segments do not cover financial income (PLN 1,021 thousand of which PLN 1,018 thousand is interest income) and financial expenses (PLN 25,103 thousand of which PLN 16,347 thousand is interest expense), depreciation/amortisation (PLN 81,498 thousand) and income tax liability (PLN -7,169 thousand). However, segment results include inter-segment sales profit (PLN 1,168 thousand).
■ Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 47,625 thousand, provision: PLN 2,468 thousand), since those items are managed at the Group level. Segment assets do not also include investments in companies operating within the Group.
The table below presents data concerning revenues and profit as well as certain assets and liabilities split by segments of the Group for the period of 3 months ended on 30 September 2015 and as at 31 December 2015.
Three-month period ended on 30 September 2015 and on 31 December 2015
| Continuing Operations | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Exclusions | Total continuing operations |
|
| Revenues | |||||||
| Sales to external customers | 370 339 | 176 416 | 183 945 | - | 730 700 | - | 730 700 |
| Sales between segments | 601 | 4 116 | 18 213 | 8 219 | 31 148 | (31 148) | - |
| Total segment revenues | 370 940 | 180 531 | 202 157 | 8 219 | 761 848 | (31 148) | 730 700 |
| Result of the segment | |||||||
| EBITDA | 25 692 | 2 759 | 42 450 | -1 110 | 69 790 | 673 | 70 463 |
| Interest income | 1 855 | 32 | - | 664 | 2 552 | (2 401) | 151 |
| Interest expense income | (3 018) | (1 622) | - | (2 770) | (7 410) | 2 027 | (5 383) |
| Depreciation/amortisation | (12 634) | (6 445) | (8 273) | (73) | (27 425) | - | (27 425) |
| Impairment of fixed assets FX gains and other financial |
- | 0 | - | (5 268) | (5 268) | 5 268 | - |
| income | (2 280) | - | - | 1 123 | (1 157) | (70) | (1 227) |
| FX losses and other financial | |||||||
| expenses | (1 821) | (1 621) | (444) | 2 | (3 885) | (1 416) | (5 301) |
| Gross profit | 7 794 - |
(6 898) - |
33 733 | (7 432) - |
27 196 | 4 081 - |
31 277 |
| Assets of the segment | 1 090 810 | 309 111 | 525 504 | 238 082 | 2 163 508 | (450 535) | 1 712 974 |
| Liabilities of the segment | 641 627 | 377 625 | 153 783 | 281 243 | 1 454 278 | (401 631) | 1 052 647 |
| Capital expenditures | 7 848 | 1 814 | 11 986 | 527 | 22 175 | - | 22 175 |
| Interests in joint ventures | 5 169 | - | - | - | 5 169 | - | 5 169 |
■ Revenues from inter-segment transactions are eliminated on consolidation.
■ The results of the segments do not cover financial income (PLN -1,076 thousand of which PLN 151 thousand is interest income) and financial expenses (PLN 10,685 thousand of which PLN 5,383 thousand is interest expense), depreciation/amortisation (PLN 27,425 thousand) and income tax liability (PLN -8,556 thousand). However, segment result includes inter-segment loss (PLN 673 thousand).
■ Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 47,625 thousand, provision: PLN 2,468 thousand), since those items are managed at the Group level. Segment assets do not also include investments in companies operating within the Group.
With reference to the Profitability Improvement Programme of the Group published in 2015, the Management Board of Arctic Paper S.A. has started an active search for an investor for the Arctic Paper Mochenwangen facility, and, in order to reduce the losses generated by the Paper Mill, it has decided to discontinue its operations in December 2015. Due to the material significance of the part of the Group's 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 30 June 2015 and currently. The Mochenwangen Group includes: Arctic Paper Mochenwangen, Arctic Paper Investment GmbH, Arctic Paper Verwaltungs and Arctic Paper Immobilienverwaltung. 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 respectively as at 30 September 2015, 31 December 2015, 30 June 2016 and 30 September 2016 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 period of 3 and 9 months ended on 30 September 2016 and as at 30 September 2015.
The Management Board of Arctic Paper S.A. remains ready to sell the facility, and simultaneously considers alternative possibilities of allocating these assets.
The tables below present the corresponding financial data on the discontinued operations:
| 9-month period | 9-month period | |
|---|---|---|
| ended on | ended on | |
| Revenues and expenses of discontinued operations | 30 September 2016 | 30 September 2015 |
| (unaudited) | (unaudited) | |
| Revenues from sales of goods | 17 968 | 183 170 |
| Costs of sales | (23 405) | (195 753) |
| Gross profit / (loss) on sales | (5 436) | (12 584) |
| Selling and distribution costs | (2 694) | (18 145) |
| Administrative expenses | (3 823) | (5 197) |
| Other operating income | 6 741 | 1 352 |
| Other operating expenses | (2 842) | (129) |
| Operating profit (loss) | (8 055) | (34 703) |
| Financial income | 96 | 353 |
| Financial expenses | (253) | (1 626) |
| Gross profit (loss) | (8 212) | (35 975) |
| Income tax | 999 | 233 |
| Profit (loss) from discontinued operations | (7 213) | (35 741) |
| Accumulated other comprehensive income associated with discontinued operations | ||
| FX differences on translation of foreign operations | (255) | (5 818) |
| Actuarial profit/loss | - | 2 633 |
| (255) | ||
| Earnings per share: | ||
| – basic from the profit (loss) from discontinued operations attributable to equity holders of the | ||
| parent | (0,10) | (0,52) |
| – diluted from the profit (loss) from the discontinued operations attributable to equity holders of | ||
| the parent | (0,10) | (0,52) |
| Net assets related to discontinued operations | As at 30 September 2016 | As at 31 December 2015 |
|---|---|---|
| (unaudited) | (audited) | |
| Assets related to discontinued operations | ||
| Inventories | 12 380 | 29 396 |
| Trade and other receivables | 1 432 | 15 789 |
| Corporate income tax receivables | 125 | 124 |
| Other non-financial assets | - | 12 |
| Other financial assets | 388 | 1 096 |
| Cash and cash equivalents | 1 436 | 1 051 |
| 15 760 | 47 467 | |
| The liabilities directly related to the discontinued operations | ||
| Provisions | 26 063 | 55 484 |
| Other financial liabilities | - | 699 |
| Trade and other payables | 2 700 | 23 069 |
| Income tax liability | 103 | 102 |
| Accruals and deferred income | 310 | 1 909 |
| 29 177 | 81 264 | |
| Net assets related to discontinued operations | (13 417) | (33 797) |
| 9-month period | 9-month period | |
| ended on | ended on | |
| Cash flows related to discontinued operations | 30 September 2016 | 30 September 2015 |
| Net cash flows from operating activities | (25 651) | (12 213) |
| Net cash flows from investing activities | 1 513 | 6 497 |
| Net cash flows from financing activities | 24 515 | 6 152 |
| Increase / (decrease) in cash and cash equivalents | 378 | 435 |
| Net FX differences | 7 | 5 |
| Cash and cash equivalents at the beginning of the period | 1 051 | 526 |
| Cash and cash equivalents at the end of the period | 1 436 | 966 |
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 Company 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 company. 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 company 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" of the annual report for 2015.
In connection with the term and revolving loan agreements signed on 9 September 2016, related to the bond issue, pursuant to which the Company issued bonds on 30 September 2016, and the intercreditor agreement (more detailed in the note 11.2 "Acquisition of new funding"), the possibility of dividend disbursement by the Company is subject to the Group complying with specified financial ratios in two periods preceding such disbursement (in compliance with the definition of the period in the term and revolving loan agreements) and non-occurrence of any event of default (in compliance with the definition of the period in the term and revolving loan agreements).
The Company's General Meeting held on 2 June 2016 did not make any decision on dividend disbursement.
At the General Meeting of Rottneros AB of 30 May 2016 adopted a resolution on dividend distribution of SEK 0.50 per share. The dividend was disbursed to Arctic Paper S.A. and to the non-controlling shareholders of Rottneros AB in the total amount of PLN 36 million (SEK 76 million).
Earnings per share is established by dividing the net profit for the reporting period attributable to the Company's ordinary shareholders by weighted average number of issued ordinary shares existing in the reporting period.
Information regarding profit and the number of shares which constituted the base to calculate earnings per share and diluted earnings per share is presented below:
| Net profit (loss) from continuing operations attributable to equity holders of the parent Profit (loss) from discontinued operations attributable to equity holders of the parent |
3-month period ended on 30 September 2016 (unaudited) 25 396 (873) |
9-month period ended on 30 September 2016 (unaudited) 41 617 (7 213) |
3-month period ended on 30 September 2015 (unaudited) 10 220 (9 795) |
9-month period ended on 30 September 2015 (unaudited) 28 985 (35 741) |
|---|---|---|---|---|
| Net profit (loss) attributable to equity holders of the parent | 24 523 | 34 404 | 425 | (6 756) |
| Number of ordinary shares – A series Number of ordinary shares – B series Number of ordinary shares – C series Number of ordinary shares – E series Number of ordinary shares – F series Total number of shares Weighted average number of shares |
50 000 44 253 500 8 100 000 3 000 000 13 884 283 69 287 783 69 287 783 |
50 000 44 253 500 8 100 000 3 000 000 13 884 283 69 287 783 69 287 783 |
50 000 44 253 500 8 100 000 3 000 000 13 884 283 69 287 783 69 287 783 |
50 000 44 253 500 8 100 000 3 000 000 13 884 283 69 287 783 69 287 783 |
| Diluted weighted average number of ordinary shares Profit (loss) per share (in PLN) – basic from the profit (loss) for the period attributable to equity holders of the parent – basic from the profit (loss) from continuing operations attributable to equity holders of the parent |
69 287 783 0,35 0,37 |
69 287 783 0,50 0,60 |
69 287 783 0,01 0,15 |
69 287 783 (0,10) 0,42 |
| Diluted profit (loss) per share (in PLN) – from the profit (loss) for the period attributable to equity holders of the parent – from the profit (loss) from continuing operations attributable to |
0,35 | 0,50 | 0,01 | (0,10) |
| equity holders of the parent | 0,37 | 0,60 | 0,15 | 0,42 |
In the period covered with this report, the Group partially repaid its debt under a temporary loan resulting from the loan agreement concluded in November 2012 with a consortium of banks (Bank Polska Kasa Opieki S.A., Bank Zachodni WBK S.A. and mBank S.A) of PLN 26,498 thousand, made a net repayment of its debt under overdraft facilities to the above consortium of banks, as well as to Svenska Handelsbanken in the amount of PLN 19,378 thousand and capitalised interest on the loan from the owner of PLN 1,367 thousand and incurred obligations under the bond issue of PLN 99,312 thousand net of the costs related directly to the acquisition of financing in the form of bonds.
The other changes to loans and borrowings as at 30 September 2016, compared to 31 December 2015 result mainly from balance sheet evaluation.
On 9 September 2016:
With report No. 9/2016 of 4 May 2016, the Management Board of Arctic Paper S.A. informed investors of its decision on formal commencement of work on the contemplated refinancing of the existing debt of the Company and its subsidiaries resulting from loan agreements and raising alternative financing. The agreements listed above constitute the acquisition of alternative financing and a change to the funding structure of the Company's capital group.
The centralised funding will ensure more effectiveness management of financial liquidity and flexible adjustment of the funding level for each company.
Herebelow, the Company provides details of the above items:
In accordance with the Loan Agreement, the Lenders provided the Company with the following Loans:
The Term Loan was made available subject to corresponding provisions of the Loan Agreement, for the following purposes:
(vii) refinance liabilities of Arctic Paper Grycksbo AB, by the Company granting an intragroup loan to Arctic Paper Grycksbo AB;
(viii) refinance liabilities of Arctic Paper Munkedals AB, by the Company granting an intragroup loan to Arctic Paper Munkedals AB;
The Investment Loan was made available – subject to corresponding provisions of the Loan Agreement – to finance investments aimed at the improving the effective use of the resources and operational effectiveness as well as production capacities in Poland. With its investment plans, the Company plans to materially improved its competitiveness, expand its production potential and improve the energy effectiveness and resource management. The Company's Paper Mill in Kostrzyn will be modernised with investments under EBRD's programme – Green Economy Transition (GET) aimed at improving its energy effectiveness and minimising the quantities of waste generated.
The Revolving Facility was made available – subject to corresponding provisions of the Loan Agreement – to refinance Company's intragroup liabilities or to finance intragroup loans – the loan may also be replaced with the proceeds from the bond issue – for the following purposes:
Rottneros AB, Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH and their subsidiaries), including the provision of intragroup loans – such loans may also be replaced with the proceeds from the bond issue.
Loan disbursements (except the Investment Loan for investment purposes of the Company's investment purposes with the exception of Rottneros AB, Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH and their subsidiaries, in compliance with the Loan Agreement) is subject to the Company and the Guarantors complying with the conditions precedent, including the submission of:
In accordance with the provisions of the Loan Agreement, the Loans bear interest at a variable interest rate relying on WIBOR in case of PLN financing and on EURIBOR in case of EUR financing, plus a variable margin for the Lenders subject to the level of debt indicators.
In compliance with the Loan Agreement, the Loans will be repaid by:
The Loan Agreement is subject to English law and does not provide for any contractual penalties. Should any breach occur and continue as specified in the Loan Agreement, Bank Zachodni WBK S.A. (as the entity operating as the agent in compliance with the Loan Agreement) may – in compliance with the Loan Agreement – notify the Company on a duty to prepay the Loans immediately.
On 9 September 2016 the Company – in connection with the planned issue programme and the planned Bond issue by the Company – entered into an Agency Agreement, Underwriting Agreement and other agreements of purely technical nature, related to the activation of the Bond issue programme. Under the Bond issue programme, the Company intends to issue series A Bonds for PLN 100,000,000 (in words: PLN one hundred million).
The Agency Agreement covers the organisation of the Bond issue programme by Haitong that will act as the issue agent, dealer, payment agent, calculation agent, technical agent, administrative agent and depository.
Pursuant to the Underwriting Agreement for the planned Bond issue, Haitong agrees to acquire the Bonds that will not be placed in the market, up to the total amount of PLN 100,000,000 (in words: PLN one hundred million).
The agreements related to the planned Bond issue were concluded under Polish law and do not provide for any contractual penalties. The Agency Agreement may be terminated by the Company or Haitong subject to a 30-day notice period. Both the Company and Haitong may also terminate any of the above agreements for reasons specified therein.
The Company further informs that on 9 September 2016 one of the conditions precedent specified in the Loan Agreement will be satisfied – the Intercreditor Agreement will be signed. It regulates the sequence of repayments to creditors (the obligations specified in the Intercreditor Agreement will be satisfied pari passu, with the exception of intragroup obligations that will be subordinated to those of the Lenders), the principles of pursing claims, the principles of enforcing collateral and release of collateral.
Pursuant to the Intercreditor Agreement, parallel debt will be created covering:
The obligations of the Company and each Guarantor under parallel debt, covering inter alia the obligations under the Loan Agreement and the Bonds, will be secured with the establishment of a packet of collateral. Pursuant to each obligation under parallel debt, each of the above entities shall be obliged to pay to BGŻ BNP Paribas an amount being the sum of all obligations of such entity under the core legal relationships covered with the Intercreditor Agreement. Enforceability of any of the core obligations of an entity will automatically generate enforceability of parallel debt in the same amount. Payment by any entity of any parallel debt to BGŻ BNP Paribas will automatically reduce the amount of core obligations of such entity equivalent to parallel debt, by the amount of such payment. Any repayment of core obligations by an entity will automatically reduce the parallel debt of the entity by the amount of such payment.
The Intercreditor Agreement is subject to English law and does not provide for any contractual penalties.
The Company and the Guarantors will establish the following collateral to their obligations under the Intercreditor Agreement:
(xv) powers of attorney to Polish bank accounts of the Company and the Guarantors, registered in Poland;
(xvi) subordination of the debt held by intragroup lenders (specified in the Intercreditor Agreement).
(vii) 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;
On 30 September 2016 ("Issue Date"), under the bond issue programme up to PLN 150,000,000 of 9 September 2016 – the Company made a private placement of 100,000 series A bonds ("Bonds").
The Bond issue was based on the following legal basis:
The purpose of the issue was not identified in the Bond issue terms and conditions; the Company intends to apply the proceeds from the Bond issue to refinance its existing obligations.
The Bonds were issued as unsecured, bearer bonds and in dematerialised form. The total nominal value of the Bonds is
On 25 October 2016 ("Repayment Date"), the subsidiary of the Company: Arctic Paper Kostrzyn S.A. ("Borrower") repaid the debt specified below (jointly "Debt") under the loan agreement for maximum equivalent of PLN 359,000,000 (in words: PLN three hundred fifty nine million) of 6 November 2012, as
(x) pledges on Swedish bank accounts of the Company and the Guarantors as long as such collateral is without prejudice to free management of funds deposited on bank accounts until an event of default specified in the Loan Agreement.
The collateral agreements do not provide for contractual penalties.
PLN 100,000,000 and the nominal value of one Bond is PLN 1,000. The issue price of the Bonds is equal to their nominal value. The Bonds will be redeemed on 31 August 2021 or at a premature redemption date ("Redemption Date").
In accordance with item 4 of the current report No. 20/2016, there will be parallel debt concerning inter alia receivables of the bond holders (that are parties to the intercreditor agreement) under the Bonds, in compliance with the intercreditor agreement concluded by the Company. The Bonds were registered with Krajowy Depozyt Papierów Wartościowych S.A. [Central Securities Depository of Poland].
Starting from the day after the Issue Date and until the Redemption Date (including), the Bonds will earn interest. The interest rate applicable to the Bonds is variable and equal to the sum of WIBOR 6M and a margin which is subject to the net debt to EBITDA ratio. Interest on the Bonds will be paid semi-annually. The Bond issue terms and conditions do not provide for non-monetary benefits.
The Company intends to have the Bonds admitted to trading in an alternative trading system operated by the Warsaw Stock Exchange and/or BondSpot S.A.
The Bond issue terms and conditions provide for bond holder meetings.
amended and consolidated and most recently amended pursuant to the amendment letter No. 7 of 15 December 2015, concluded between Bank Polska Kasa Opieki S.A. ("Pekao") as the collateral agent and lender, Bank Zachodni WBK S.A. ("BZ WBK") as a lender and mBank S.A. ("mBank") as a lender, and the Borrower, and Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH as the guarantors and the Company as a joint debtor, with the Borrower and the agent of the obliged entities, pursuant to which Pekao, BZ WBK and mBank provided the Borrower with:
subject to the terms and conditions specified in the Existing Loan Agreement, as follows:
with the overall repayment amount in EUR being EUR 12,743,496.14;
with reference to PLN denominated obligations:
the repayment amount of the PLN Overdraft Facility to mBank was PLN 5,663,467.81;
the repayment amount of the PLN Overdraft Facility to Pekao was PLN 8,335,519.76;
with the overall repayment amount in PLN being PLN 140,505,206.90.
The Company disclosed information on the conclusion of the above loan agreement and amendments thereto with its current reports No. 19/2012 of 6 November 2012, No. 44/2013 of 20 December 2013 and No. 24/2014 of 16 October 2014.
The Debt was repaid as a result of a changed financing structure of the Company's capital group, in particular its centralisation providing for more effective financial liquidity management and flexible adjustment of the financing level of each company, of which the Company notified in its current reports No. 9/2016 and 20/2016.
| As at 30 September | As at 31 December | |
|---|---|---|
| 2016 | 2015 | |
| Share capital | (unaudited) | (audited) |
| 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 | 13 884 | 13 884 |
| 69 288 | 69 288 |
| Registration date of | |||
|---|---|---|---|
| capital increase | Number | Value in PLN | |
| Ordinary issued and fully paid-up shares | |||
| Issued on 30 April 2008 | 2008-05-28 | 50 000 | 50 000 |
| Issued on 12 September 2008 | 2008-09-12 | 44 253 468 | 44 253 468 |
| Issued on 20 April 2009 | 2009-06-01 | 32 | 32 |
| Issued on 30 July 2009 | 2009-11-12 | 8 100 000 | 8 100 000 |
| Issued on 01 March 2010 | 2010-03-17 | 3 000 000 | 3 000 000 |
| Issued on 20 December 2012 | 2013-01-09 | 10 740 983 | 10 740 983 |
| Issued on 10 January 2013 | 2013-01-29 | 283 947 | 283 947 |
| Issued on 11 February 2013 | 2013-03-18 | 2 133 100 | 2 133 100 |
| Issued on 06 March 2013 | 2013-03-22 | 726 253 | 726 253 |
| As at 30 September 2016 (unaudited) | 69 287 783 | 69 287 783 |
The Group holds the following financial instruments: cash in bank accounts, loans and bonds, receivables, liabilities under
In order to reduce the volatility of the projected cash flows related to FX risk, the Group companies use FX risk hedging based on the use of derivatives related to the FX market. Those in particular are forward term contracts and options. Additionally, the Group enters into forward contracts for purchases of electrical energy, and interest rate SWAP contracts.
As at 30 September 2016, the Group used cash flow hedge accounting for the following hedging items:
■ Arctic Paper Kostrzyn S.A. designated a SWAP contract to cash flow hedge accounting in order to hedge EUR financial leases, SWAP interest rate contracts, forward and FX options and forward contracts for the purchase of electricity.
interest payments on a bank loan in EUR and to hedge PLN interest payments on a bank loan in PLN as well as forward and FX options to hedge future export inflows, mainly in EUR as well as future expenditures, mainly in USD.
to hedge a part of inflows in EUR and USD related to
order to hedge a part of expenditures in EUR related to future purchases of electricity.
■ The Companies of Rottneros Group designated for cash flow hedge accounting the FX forward derivatives in order
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting regarding the purchase of EUR for SEK:
export sales.
| Type of hedge | Cash flow hedge related to planned purchases of electricity in foreign currencies |
|---|---|
| Hedged position | The hedged position is a part of highly likely future EUR denominated cash flows for the purchase of electricity |
| Hedging instruments | FX forward contracts are used wherein the Company agrees to buy EUR with SEK |
| Contract parameters: | |
| Contract conclusion dates | 2 015 |
| Maturity: | individually per contract up to 31.12.2016 |
| Hedged amount | EUR 0.4 M |
| Term exchange rate | 9.04 SEK/EUR |
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 | 2 016 |
| Maturity: | individually per contract up to 31.12.2016 |
| Hedged amount | EUR 7.0 M |
| Term exchange rate | 9.52 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 | 2 016 | ||||
| Maturity: | individually per contract up to 31.12.2016 | ||||
| Hedged amount | USD 13.5 M | ||||
| Term exchange rate | 8.60 USD/SEK |
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting 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 forward contracts are used wherein the Company agreed to sell EUR for USD | ||||
| Contract parameters: | |||||
| Contract conclusion dates | 2 016 | ||||
| Maturity: | individually per contract up to 31.12.2016 | ||||
| Hedged amount | EUR 3.0 M | ||||
| Term exchange rate | from 1.12 to 1.17 EUR/USD |
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting regarding the sale of EUR for PLN:
| 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 agreed to sell EUR for PLN | ||||
| Contract parameters: | |||||
| Contract conclusion dates | 2 016 | ||||
| Maturity: | individually per contract up to 30.12.2016 | ||||
| Hedged amount | EUR 3.0 M | ||||
| Term exchange rate | from 4.349 to 4.700 EUR/PLN |
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting regarding the sale of EUR for PLN with simultaneous purchase of EUR with PLN:
| 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 | 2 016 | ||||
| Maturity: | individually per contract up to 30.12.2016 | ||||
| Hedged amount | EUR 3.0 M | ||||
| Term exchange rate | 4.50 and 4.30 EUR/PLN |
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 | individually per contract; from 02.01.2013 | ||||
| Maturity: | individually per contract; by 31.12.2020 | ||||
| Hedged quantity of electricity | 1.155.000 MWh | ||||
| Term price | from 16.50 to 38.30 EUR/MWh |
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 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 | 28.12.2012 and 04.03.2013 | ||||
| Maturity: | each interest payment date in line with the payment schedule under the loan agreement by 07.11.2017 | ||||
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 6.2 M. | ||||
| Term interest rate | 0.69% and 0.78% |
The table below presents detailed information concerning the hedging relationship 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 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 | 07/03/2013 |
| Maturity: | each interest payment date in line with the payment schedule under the loan agreement by 07.11.2017 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of PLN 22.6 M and PLN 18.1 |
| M. | |
| Term interest rate | 3,71% |
In connection with the new funding as specified in item 11.2 hereof, in October 2016 the Group terminated its interest rate SWAP for PLN and EUR denominated loans.
The table below presents the fair value of hedging instruments in cash flow hedge accounting as at 30 September 2016 and the comparative data:
| Status as at 30 September 2016 | Status as at 31 December 2015 | |||
|---|---|---|---|---|
| (unaudited) | (audited) | |||
| Equity and | Equity and | |||
| Assets | Liabilities | Assets | Liabilities | |
| FX forward | 510 | 139 | 944 | - |
| Forward on pulp sales | - | - | - | - |
| SWAP | - | 1 108 | - | 2 001 |
| Forward for electricity | 3 282 | 2 535 | - | 30 889 |
| Total hedging derivative instruments | 3 793 | 3 782 | 944 | 32 890 |
The Group's principal financial instruments comprise bank loans and bonds, financial leases and hire purchase contracts, cash on hand and short-term deposits. 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.
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 31 December 2015 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.
The primary objective of the Group's capital management is maintaining a strong credit rating and healthy capital ratios in order to support its business operations and maximise shareholder value. In the Management Board's opinion – in
As at 30 September 2015, the Group reported:
■ contingent liability under a guarantee for FPG in favour of the mutual life insurance company PRI for SEK 1,459 thousand (PLN 655 thousand) at Arctic Paper Grycksbo AB and for SEK 759 thousand (PLN 341 thousand) at Arctic Paper Munkedals AB;
comparison to the annual consolidated financial statements made as at 31 December 2015, there have been no significant changes to the objectives and policies of capital management.
Arctic Paper S.A. and its subsidiaries are not a party to any legal cases filed in court against them.
Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB, Arctic Paper Grycksbo AB and Arctic Paper Mochenwangen GmbH and the companies of the Rottneros Group, are all part of the European Union Emission Trading Scheme. The previous trading period lasted from 1 January 2008 to 31 December 2012. New allocations cover the period from 1 January 2013 to 31 December 2020.
The table below specifies the allocation for 2013-2020 approved by the European Union and the usage of the emission rights in each of the five entities in 2013, 2014 and 2015 and in the first 9 months of 2016.
| (in tons) 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 | - | - | - | - |
| Issue | (150 577) | (147 950) | (162 467) | (128 453) | ||||
| Purchased quantity | - | - | - | - | ||||
| Sold quantity | - | - | - | - | ||||
| Unused quantity | 306 448 | 263 932 | 203 917 | 175 304 | ||||
| (in tons) for Arctic Paper Munkdals 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 | ||||
| Issue | (1 281) | (3 407) | (32 465) | (10 881) | ||||
| Purchased quantity | - | - | 7 | - | ||||
| Sold quantity | - | - | (100 000) | - | ||||
| Unused quantity | 67 262 | 107 325 | 17 559 | 48 585 | ||||
| (in tons) for 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 | ||||
| Issue | - | - | - | - | ||||
| Purchased quantity | - | - | - | - | ||||
| Sold quantity | (35 000) | (186 403) | (75 000) | - | ||||
| Unused quantity | 111 448 | 734 | 60 | 73 008 | ||||
| (in tons) for the Rottneros Group | 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 | ||||
| Issue | (13 047) | (19 020) | (26 933) | (15 614) | ||||
| Purchased quantity | - | - | - | - | ||||
| Sold quantity | - | - | - | - | ||||
| Unused quantity | 90 522 | 101 986 | 104 991 | 118 764 | ||||
* - 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.
In the current quarter, the Rottneros Group companies as the leader in the consortium received government grants of PLN 8.9 million (SEK 19.2 million), of which PLN 2.3 million (SEK 4.9 million) refers to the Rottneros Group companies.
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 (with its subsequent updates), the Company may benefit from tax exemption until the end of operation by KSSSE or by 31 December 2026. The permit may be used subject to the incurrence of capital expenditures in the zone within the meaning of Art. 6 of the Regulation of the Council of Ministers of 14 September 2004 on the Kostrzyńsko-Słubicka Special Economic Zone, underlying the calculation of public aid in compliance with Art. 3 of the Regulation in excess of EUR 40,000,000 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.
The conditions of the exemption have not changed in the reporting period. The Group was inspected by competent authorities. The inspection verified the compliance with all the requirements specified in the permit and was closed with a positive result.
During the period from 25 August 2006 to 30 September 2016, 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 56,172 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 16,739 thousand as at 30 September 2016.
After 30 September 2016 until the date hereof there were no other material events requiring disclosure in this report with the exception of those events that were disclosed in this report in paragraphs above.
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Managing Director |
Per Skoglund | 10 November 2016. | |
| Member of the Management Board Financial Director |
Małgorzata Majewska-Śliwa | 10 November 2016. |
J.H. Dąbrowskiego 334 A, Box 383 Tel. +48 61 6262 000 Tel. +46 770 110 120 Fax +48 61 6262 001 Fax +46 31 631 725
Investor relations: [email protected]
© 2016 Arctic Paper S.A.
Head Office Branch in Sweden
PL-60406, Poznań, Poland SE-401 26 Göteborg, Sweden
www.arcticpaper.com
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