Quarterly Report • May 28, 2019
Quarterly Report
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| Table of contents | 2 |
|---|---|
| Introduction Information on the report 3 Definitions and abbreviations 3 Forward looking statements 8 |
3 |
| Selected consolidated financial data | 9 |
| Selected standalone financial data | 11 |
| Description of the business of the Arctic Paper Group General information 13 Capital Group structure 14 Changes in the capital structure of the Arctic Paper Group 14 Shareholding structure 14 |
13 |
| Summary of the consolidated financial results Selected items from the consolidated statement of profit and loss 16 Selected items from the consolidated s tatement of financial position20 Selected items of the consolidated statement of cash flow23 |
16 |
| Summary of standalone financial results Selected items from the standalone statement of profit and loss 24 Selected items from the standalone statement of financial position26 Selected items of the standalone statement of cash flow27 |
24 |
| Relevant information and factors affecting the financial results and the assessment of the financial standing Key factors affecting the performance results 28 Unusual events and factors 29 Impact of changes in Arctic Paper Group's structure on the financial result29 Other material information 29 |
28 |
| Factors influencing the development of the Arctic Paper Group Information on market trends 30 Factors influencing the financial results in the perspective of the next quarter 31 Risk factors31 |
30 |
| Supplementary information Management Board position on the possibility to achieve the projected financial results published earlier 32 |
32 |
| rights and |
Changes in holdings of the Issuer's shares or to shares by persons managing and supervising Arctic Paper S.A. 32 Information on sureties and guarantees 32 Material off-balance sheet items 33 Information on court and arbitration proceedings proceedings pending before public administrative authorities 33 Information on transactions with related parties executed on non-market terms and conditions 33 |
|
|---|---|---|
| Consolidated financial statements | 36 | |
| Consolidated statement of profit and loss 36 | ||
| Consolidated | statement of comprehensive |
|
| income | 37 | |
| Consolidated statement of financial position 38 | ||
| Consolidated statement of cash flow 39 | ||
| Consolidated statement of changes in equity 40 | ||
| Standalone financial statements | 42 | |
| Standalone statement of profit and loss 42 | ||
| Standalone statement of comprehensive income 43 | ||
| Standalone statement of financial position 44 | ||
| Standalone statement of cash flow 45 | ||
| Standalone statement of changes in equity 46 | ||
| Additional explanatory notes | 48 | |
| 1. | General information48 | |
| 2. | Composition of the Group49 | |
| 3. | Management and supervisory bodies 51 | |
| 4. | Approval of the financial statements 51 | |
| 5. | Basis of preparation of the consolidated financial | |
| statements51 | ||
| 6. | Significant accounting principles (policies)52 | |
| 7. | Seasonality 55 | |
| 8. | Information on business segments 55 | |
| 9. | Assets classified as available for sale, discontinued operations 59 |
|
| 10. | Dividend paid and proposed60 | |
| 11. | Earnings per share 61 | |
| 12. | Interest-bearing bank loans and borrowings and | |
| lease contracts 62 | ||
| 13. | Equity securities 62 | |
| 14. | Financial instruments 63 | |
| 15. | Financial risk management objectives and |
|
| policies | 69 | |
| 16. | Capital management 69 | |
| 17. | Contingent liabilities and contingent assets 69 | |
| 18. | ||
| 19. | Legal claims 70 | |
| CO2 emission rights 70 | ||
| 20. | Government grants and operations in the Special | |
| Economic Zone 71 |
This Consolidated Quarterly Report for Q1 2019 was prepared in accordance with the Minister of Finance Regulation of 29 March 2018 on current and periodic disclosures made by issuers of securities and terms and conditions of classifying as equivalent information required by the law of non-member states (Journal of Laws of 2018, item 757) and a part of the condensed 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 (EU IFRS).
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 2018.
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, AP SA, 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, with exclusion of retirement benefits) |
| Grycksbo Group | Arctic Paper Grycksbo AB and Arctic Paper Investment 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 Italia Srl with its registered office in Milan (Italy); | |
| Arctic Paper Baltic States SIA with its registered office in Riga (Latvia); |
|
| Arctic Paper Norge AS with its registered office in Oslo (Norway); | |
| Arctic Paper Polska Sp. z o.o. with its registered office in Warsaw (Poland); |
|
| Arctic Paper España SL with its registered office in Barcelona (Spain); |
|
| Arctic Paper Finance AB with its registered office in Munkedal (Sweden); |
|
| Arctic Paper Schweiz AG with its registered office in Derendingen (Switzerland); |
|
| Arctic Paper UK Ltd with its registered office in London (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 Meeting, Company's General Meeting |
General Meeting of Arctic Paper S.A. |
| 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 Kraft |
| BHKP | Bleached Hardwood Kraft Pulp |
| Sales profit margin | Ratio of profit (loss) on sales to sales revenues 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 revenues 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 revenues from continuing operations |
| Gross profit margin | Ratio of gross profit (loss) to sales revenues 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 |
| 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 short-term liabilities |
| Acid test ratio | Ratio of total cash and cash equivalents to short-term liabilities |
| DSI | Days Sales of Inventory, ratio of inventory to cost of sales multiplied by the number of days in the period |
| DSO | Days Sales Outstanding, ratio of trade receivables to sales revenues from continuing operations multiplied by the number of days in the period |
| DPO | Days Payable Outstanding, Ratio of trade payables to costs of sales from continuing operations multiplied by the number of days in the period |
Arctic Paper Capital Group/ Consolidated quarterly report for Q1 2019 7 Introduction
| 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 |
| IFRS EU | International Financial Reporting Standards endorsed by the European Union |
| GDP | Gross Domestic Product |
| 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 us e 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 rep ort 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 rati onal, 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 pro vided 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.
Selected consolidated and standalone financial data
Arctic Paper Capital Group/ Consolidated quarterly report for Q1 2019 9
Introduction
| For the period | For the period | For the period | For the period | |
|---|---|---|---|---|
| from 01.01.2019 | from 01.01.2018 | from 01.01.2019 | from 01.01.2018 | |
| to 31.03.2019 | to 31.03.2018 | to 31.03.2019 | to 31.03.2018 | |
| PLN '000 | PLN '000 7 |
EUR '000 | EUR '000 | |
| Sales revenues | 820 572 | 788 054 | 190 685 | 188 503 |
| Operating profit (loss) | 59 070 | 47 519 | 13 727 | 11 367 |
| Gross profit (loss) | 51 836 | 40 264 | 12 046 | 9 631 |
| Net profit (loss) from continuing operations | 38 208 | 29 659 | 8 879 | 7 094 |
| Net profit (loss) for the period | 36 891 | 28 755 | 8 573 | 6 878 |
| Net profit (loss) for the financial year attributable to the shareholders of | ||||
| the Parent Entity | 14 252 | 16 095 | 3 312 | 3 850 |
| Net cash flows from operating activities | 59 761 | 1 801 | 13 887 | 431 |
| Net cash flows from investing activities | (18 764) | (41 710) | (4 360) | (9 977) |
| Net cash flows from financing activities | (32 654) | 8 397 | (7 588) | 2 009 |
| Change in cash and cash equivalents | 8 344 | (31 513) | 1 939 | (7 538) |
| 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) | 0,21 | 0,23 | 0,05 | 0,06 |
| Diluted EPS (in PLN/EUR) | 0,21 | 0,23 | 0,05 | 0,06 |
| Mean PLN/EUR exchange rate* | 4,3033 | 4,1806 |
| As at | As at | As at | As at | |
|---|---|---|---|---|
| 31 March 2018 | 31 December 2018 | 31 March 2018 | 31 December 2018 | |
| PLN '000 | PLN '000 | EUR '000 | EUR '000 | |
| Assets | 2 122 045 | 2 156 174 | 493 350 | 501 436 |
| Long-term liabilities | 397 849 | 441 381 | 92 495 | 102 647 |
| Short-term liabilities | 866 255 | 850 245 | 201 394 | 197 731 |
| Equity | 854 328 | 861 193 | 198 621 | 200 277 |
| Share capital | 69 288 | 69 288 | 16 109 | 16 113 |
| 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) | 12,33 | 12,43 | 2,87 | 2,89 |
| Diluted book value per share (in PLN/EUR) | 12,33 | 12,43 | 2,87 | 2,89 |
| Declared or paid dividend (in PLN/EUR) | - | 13 857 557 | - | 3 222 687,58 |
| Declared or paid dividend per share (in PLN/EUR) | - | 0,20 | - | 0,05 |
| PLN/EUR exchange rate at the end of the period** | - | - | 4,3013 | 4,3000 |
* - 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.
| Period | Period | Period | Period | |
|---|---|---|---|---|
| from 01.01.2019 | from 01.01.2018 | from 01.01.2019 | from 01.01.2018 | |
| to 31.03.2019 | to 31.03.2018 | to 31.03.2019 | to 31.03.2018 | |
| PLN '000 | PLN '000 7 |
EUR '000 | EUR '000 | |
| Sales revenues | 11 111 | 9 751 | 2 582 | 2 332 |
| Operating profit (loss) | 2 318 | 304 | 539 | 73 |
| Gross profit (loss) | (1 794) | (4 545) | (417) | (1 087) |
| Net profit (loss) from continuing operations | (1 795) | (4 545) | (417) | (1 087) |
| Net profit (loss) for the period | (1 795) | (4 545) | (417) | (1 087) |
| Net cash flows from operating activities | 26 110 | (11 208) | 6 068 | (2 681) |
| Net cash flows from investing activities | 182 | (23) | 42 | (5) |
| Net cash flows from financing activities | (40 644) | 2 998 | (9 445) | 717 |
| Change in cash and cash equivalents | (14 352) | (8 233) | (3 335) | (1 969) |
| 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) | (0,03) | (0,07) | (0,01) | (0,02) |
| Diluted EPS (in PLN/EUR) | (0,03) | (0,07) | (0,01) | (0,02) |
| Mean PLN/EUR exchange rate* | 4,3033 | 4,1806 | ||
| As at 31 March | As at 31 | As at 31 March | As at 31 | |
|---|---|---|---|---|
| 2019 | December 2018 | 2019 | December 2018 | |
| PLN '000 | PLN '000 | EUR '000 | EUR '000 | |
| Assets | 928 436 | 992 611 | 215 850 | 230 840 |
| Long-term liabilities | 23 461 | 82 807 | 5 454 | 19 257 |
| Short-term liabilities | 370 694 | 374 679 | 86 182 | 87 135 |
| Equity | 534 282 | 535 124 | 124 214 | 124 447 |
| Share capital | 69 288 | 69 288 | 16 109 | 16 113 |
| 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) | 7,71 | 7,72 | 1,79 | 1,80 |
| Diluted book value per share (in PLN/EUR) | 7,71 | 7,72 | 1,79 | 1,80 |
| Declared or paid dividend (in PLN/EUR) | - | 13 857 557 | - | 3 222 688 |
| Declared or paid dividend per share (in PLN/EUR) | - | 0,20 | - | 0,05 |
| PLN/EUR exchange rate at the end of the period** | - | - | 4,3013 | 4,3000 |
* - 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.
Arctic Paper Capital Group/ Consolidated quarterly report for Q1 2019 12
Management Board's Report
to the report for Q1 2019
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, the Group's assortment was expanded with the production of pulp. As on the day hereof, the Arctic Paper Group employs app. 1,530 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 located in Poland and Sweden have total production capacity of over 650,000 tons of paper per year. The Pulp Mills are located in Sweden and have total production capacity of 400,000 tons of pulp per year. The Group has fourteen Sales Offices which handle distribution and marketing of products offered by the Group providing access to all European markets, including Central and Eastern Europe. The Group's consolidated sales revenues for Q1 2019 totalled PLN 821 million.
Arctic Paper S.A. is a holding company set up in April 2008. The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Poznań – Nowe Miasto i Wilda, 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Parent Entity holds statis tical number REGON 080262255. The Company has a foreign branch in Göteborg, Sweden.
The principal business of the Arctic Paper Group is paper production and sales.
As on 31 March 2019 as well as on the day hereof, the Group owned the following Paper Mills:
As on 31 March 2019 as well as on the day hereof, the Group owned the following Pulp Mills:
Arctic Paper Capital Group/ Consolidated quarterly report for Q1 2019 14 Management Board's Report
The product assortment of the Arctic Paper Group covers:
A detailed description of the Group's assortment is included in the consolidated annual report for 2018.
The Arctic Paper Capital Group comprises Arctic Paper S.A., as the Parent Entity, and its subsidiaries, as well as joint ventures. Since 23 October 2009, Arctic Paper S.A. has been listed on the primary market of the Warsaw Stock Exchange and since 20 December 2012 in the NASDAQ stock exchange in Stockholm. The Group operates through its Paper Mills and Pulp Mills and its subsidiary producing packaging as well as its sales Offices and Procurement Offices. 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 Q1 2019, 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 31 March 2019) 40.381.449 shares of our Company, which constitutes 58.28% of its share capital and corresponds to 58.28% of the total number of votes at General Meetings. Thus Nemus Holding AB is the parent entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares representing 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Issuer. Mr Thomas Onstad's total direct and indirect holding in the capital of Arctic Paper S.A. as at 31 March 2019 was 68.13% and has not changed until the date hereof.
| Tota l | 69 287 783 | 100, 00% | 69 287 783 | 100, 00% |
|---|---|---|---|---|
| Treasury shares | - | 0,00% | - | 0,00% |
| Total | 69 287 783 | 100,00% | 69 287 783 | 100,00% |
| O ther | 22 082 676 | 31, 87% | 22 082 676 | 31, 87% |
| - directly | 6 223 658 | 8,98% | 6 223 658 | 8,98% |
| other entity | 600 000 | 0,87% | 600 000 | 0,87% |
| Nemus Holding AB | 40 381 449 | 58,28% | 40 381 449 | 58,28% |
| - indirectly via | 40 981 449 | 59,15% | 40 981 449 | 59,15% |
| Thom a s O nsta d | 47 205 107 | 68, 13% | 47 205 107 | 68, 13% |
| Shareholder | shares | [%] | votes | [%] |
| Number of | share capital | Number of | of votes | |
| Share in the | Share in the total number |
|||
| 22 082 676 69 287 783 - |
100,00% 0,00% |
69 287 783 - |
100,00% 0,00% |
|---|---|---|---|
| 31,87% | |||
| 6 223 658 | 8,98% | 6 223 658 | 8,98% |
| 600 000 | 0,87% | 600 000 | 0,87% |
| 40 381 449 | 58,28% | 40 381 449 | 58,28% |
| 40 981 449 | 59,15% | 40 981 449 | 59,15% |
| 47 205 107 | 68,13% | 47 205 107 | 68,13% |
| shares | [%] | votes | [%] |
| Number of | share capital | Number of | of votes |
| Share in the | Share in the total number |
||
| 31,87% 22 082 676 |
The data in the above tables is provided as of the date hereof and as of the publication date of this report and the delivery of the annual statements for 2018.
| % change | % change | % change | ||||||
|---|---|---|---|---|---|---|---|---|
| PLN '000 | Q1 2019 |
Q4 2018 |
Q1 2018 |
YTD Q1 2019 |
YTD Q1 2018 |
Q1 2019/ Q4 2018 |
Q1 2019/ Q1 2018 |
YTD Q1 2019/ YTD Q1 2018 |
| Sa les revenues | 820 572 | 769 075 | 788 054 | 820 572 | 788 054 | 6, 7 | 4, 1 | 4, 1 |
| of which: | ||||||||
| Sales of paper | 573 344 | 539 094 | 573 621 | 573 344 | 573 621 | 6,4 | (0,0) | (0,0) |
| Sales of pulp | 247 228 | 229 981 | 214 433 | 247 228 | 214 433 | 7,5 | 15,3 | 15,3 |
| Profit on sales | 152 535 | 97 106 | 147 617 | 152 535 | 147 617 | 57,1 | 3,3 | 3,3 |
| % of sales revenues | 18,59 | 12,63 | 18,73 | 18,59 | 18,73 | 6,0 p.p. | (0,1) p.p. | (0,1) p.p. |
| Selling and distribution costs | (84 757) | (92 244) | (84 852) | (84 757) | (84 852) | (8,1) | (0,1) | (0,1) |
| Administrative expenses | (19 963) | (27 208) | (21 119) | (19 963) | (21 119) | (26,6) | (5,5) | (5,5) |
| Other operating income | 26 875 | 13 146 | 17 972 | 26 875 | 17 972 | 104,4 | 49,5 | 49,5 |
| Other operating expenses | (15 621) | (12 609) | (12 099) | (15 621) | (12 099) | 23,9 | 29,1 | 29,1 |
| EB IT | 59 070 | (21 809) | 47 519 | 59 070 | 47 519 | (370, 9) | 24, 3 | 24, 3 |
| % of sales revenues | 7,20 | (2,84) | 6,03 | 7,20 | 6,03 | 10,0 p.p. | 1,2 p.p. | 1,2 p.p. |
| EB ITD A | 82 377 | 2 721 | 71 472 | 82 377 | 71 472 | 2 928, 0 | 15, 3 | 15, 3 |
| % of sales revenues | 10,04 | 0,35 | 9,07 | 10,04 | 9,07 | 9,7 p.p. | 1,0 p.p. | 1,0 p.p. |
| Financial income | 1 132 | 589 | 564 | 1 132 | 564 | 92,1 | 100,6 | 100,6 |
| Financial expenses | (8 366) | (9 662) | (7 819) | (8 366) | (7 819) | (13,4) | 7,0 | 7,0 |
| Gross p rof it (loss) | 51 836 | (30 881) | 40 264 | 51 836 | 40 264 | (267, 9) | 28, 7 | 28, 7 |
| Income tax | (13 628) | (2 092) | (10 605) | (13 628) | (10 605) | 551,3 | 28,5 | 28,5 |
| Net p rof it (loss) f rom continuing op era tions | 38 208 | (32 973) | 29 659 | 38 208 | 29 659 | (215, 9) | 28, 8 | 28, 8 |
| % of sales revenues | 4,66 | (4,29) | 3,76 | 4,66 | 3,76 | 8,9 p.p. | 0,9 p.p. | 0,9 p.p. |
| Discontinued operations | ||||||||
| Net p rof it / (loss) f rom d iscontinued op era tions | (1 317) | (2 318) | (904) | (1 317) | (904) | (43, 2) | 45, 6 | 45, 6 |
| % of sales revenues | (0,16) | (0,30) | (0,11) | (0,16) | (0,11) | 0,1 p.p. | (0,0) p.p. | (0,0) p.p. |
| Net p rof it/(loss) | 36 891 | (35 292) | 28 755 | 36 891 | 28 755 | (204, 5) | 28, 3 | 28, 3 |
| % of sales revenues | 4,50 | (4,59) - |
3,65 | 4,50 | 3,65 | 9,1 p.p. | 9,1 p.p. | 0,8 p.p. |
| Net profit / (loss) for the reporting period attributable to | ||||||||
| the shareholders of the Parent Entity | 14 252 | (37 872) | 16 095 | 14 252 | 16 095 | (137,6) | (11,4) | (11,4) |
Due to adjustment to previous years' error concerning the elimination of perpetual usufruct right and reduction of tangible fixed assets for AP Kostrzyn (detailed in note 6.3.1 of these Abbreviated consolidated quarterly financial statements), the above numbers for Q4 do not constitute a difference from the numbers for 2018 disclosed in the Annual Consolidated Report for 2018 and the data for Q3 2018, disclosed in the Abbreviated consolidated quarterly financial statements of the Arctic Paper Group for the period of 9 months ended on 30 September 2018.
Additionally, a change was made to the presentation of revenues for pulp sales, costs of sales and other operational revenues for RROS companies in the data for Q1 2018 (detailed in note 6.3.2 of these Abbrev iated consolidated quarterly financial statements) and for Q4 2018 and adjustments to the presentation of the costs of sales, selling and distribution costs and administrative expenses (detailed in note 6.3.2 of these Abbreviated consolidated quarterly fin ancial statements).
During the first quarter of 2019, Arctic Paper Group had a turnover of PLN 820,6 million (compared to 788,1 million in Q1, 2018) with an EBITDA of PLN 82,4 million (71,5 million). The consolidated result makes the quarter the best Q1 we have seen.
Despite good consolidated result, the results of the paper segment were below our expectations. This segment is operating in a continued tough market and generated a turnover of PLN 573,3 million (573,6 million) with an EBITDA of PLN 16,3 million (31,1 million). Price increases and a better product mix grew the average revenue per tonne by 9.8 per cent compared to the first quarter 2018, which compensated for the volume loss. Pulp prices are still 40-45 percent higher than Q1, 2017, leading to higher raw material costs, increased paper prices and – as a result – lower demand for paper. In spite of this, the demand for premium and speciality products remain stable and now represent 30 percent of total sales (28). Production amounted to 149,000 tonnes (166,000) and sales to 154,000 (169,000).
In 2018, Arctic Paper decided on a new strategy which now is being implemented, but at the same time the market development clearly shows that market related actions are not enough to restore our margins. The Group therefore introduced a profit improvement program, for the paper segment, with the ambition to generate annual cost savings of approximately PLN 40 million from 2020. Actions have already been taken to reduce costs, among them closure of PM7 at the Grycksbo Mill and staff reductions at Arctic Paper Munkedals. Further initiatives have been taken during the period. The head office in Poznan will be closed and the function moved to our mill in Kostrzyn, where a shared service center will be established for Group supporting functions. We are also revitalising the sales organisation and appointed in February a new EVP Sales. A cooperation agreement has been reached with Adven AB for an investment in a biomass boiler in Munkedal that ensure lower, stable, predictable energy costs and reduce CO2-emissions.
In order to expand our product portfolio, we have recently introduced Munken Kraft, a paper for non-graphic applications aimed at the growing packaging segment. We work continuously to develop new products. By the end of 2022, a quarter of our sales must come from other products than graphic paper. During the period we have also launched G -snow – a new, ultra-white, high-quality coated paper which has been well received by the market.
The past quarter proves that the decision taken in 2012 to combine pulp and paper to stabilise consolidated results was right. The fluctuations on both segments offset each other. For Rottneros AB, of which the Arctic Paper Group owns 51 percent, net turnover increased by 17 percent to SEK 630 million (537 million) and EBITDA by 81 percent to a record high SEK 141 million (78 million). The full report is available at http://www.rottneros.com/investors/financial-reports/
In order to meet the market development and strengthen our competitiveness, it is necessary that we work ever harder to lower our costs, increase productivity and accelerate the reshaping of our product portfolio. I am confident that these actions will give us the necessary take-off on the road towards better margins.
In Q1 2019, the consolidated sales revenues amounted to PLN 820,572 thousand as compared to PLN 788,054 thousand in the equivalent period of the previous year. That means a growth by PLN 32,518 thousand or by +4.1%. In Q1 2019, paper sales revenues amounted to PLN 573,344 thousand (Q1 2018: PLN 573,621 thousand) while sales of pulp generated PLN 247,228 thousand (Q1 2018: PLN 214,433 thousand).
Paper sales volume in Q1 2019 amounted to 154 thousand tons compared to 169 thousand tons in the same period of th e previous year. The change represents a decrease of 15 thousand tons and by -8.9% respectively.
Pulp sales volume in Q1 2019 amounted to 94 thousand tons and was at the same level as in the same period of the previous year.
Higher sales revenues in Q1 2019, compared to Q4 2018, result both from higher pulp sales volume as well as higher sales prices of pulp when translated into PLN. Paper sales revenues in the last quarter of 2018 amounted to PLN 539,094 thousand (sales volume 145 thousand tons) while for pulp sales – PLN 229,981 thousand (sales volume 90 thousand tons).
In Q1 2019, profit on sales amounted to PLN 152,535 thousand and was by 3.3% higher than in the equivalent perio d last year and by 57.1% higher than in Q4 2018. Sales profit margin in the current quarter stood at 18.59% compared to 18.73% (-0.1 p.p.) in the same period of the previous year and 12.63% (+6.0%) in Q4 2018.
The main reasons of the increased profit on sales in Q1 2019 versus the equivalent period of the previous year were the higher prices of pulp sales by the RROS Group companies when translated into PLN.
In Q1 2019, the selling and distribution costs amounted to PLN 84,757 thousand which represents a decrease by 0.1% compared to the costs incurred in Q1 2018 and a decrease by 8.1% compared to Q4 2018. The selling and distribution costs include primarily the costs of transport and a decrease of the costs contributed to reduced selling and distribution costs in Q1 2019.
In Q1 2019, the administrative expenses amounted to PLN 19,963 thousand as compared to PLN 21,119 thousand in the equivalent period in 2018 and PLN 27,208 thousand in Q4 2018. The administrative expenses comprise primarily costs related to consulting services rendered to the Group by third parties.
Other operating income totalled PLN 26,875 thousand in Q1 2019 which was an increase as compared to the equivalent period of the previous year (by PLN 8,903 thousand and a growth by PLN 13,729 thousand as compared to the last quarter of 2018.
Other operating income consists mainly of income from heat and electricity sales as well as income from sales of other materials. Additionally, the growth of the other operating income in Q1 2019 was due to the sale of CO2 emission rights.
In Q1 2019, the other operating expenses amounted to PLN 15,621 thousand as compared to PLN 12,099 thousand in Q1 2018 and PLN 12,609 thousand in Q4 2018. The other operating expenses comprised mainly the costs of electricity and heat sales as well as costs of other materials sold.
In Q1 2019, the financial income amounted to PLN 1,132 thousand and was by PLN 568 thousand higher than income generated in Q1 2018 and was by PLN 543 thousand higher than the financial income for Q4 2018.
The higher financial revenues in Q1 2018 were due to net FX gains (specified below).
In Q1 2019, financial income amounted to PLN 8,366 thousand as compared to PLN 7,819 thousand incurred in Q1 2018 and PLN 9,662 thousand for the last quarter of 2018.
Foreign exchange differences are presented net, i.e. the surplus of foreign exchange profit over foreign exchange loss is presented as financial income while the surplus of foreign exchange loss over foreign exchange profit is presented as financial expenses. The Group generated foreign exchange profit of PLN 619 thousand in Q1 2019, and FX losses of PLN 1,963 thousand for Q4 2018 and FX gains of PLN 281 thousand in Q1 2018.
In Q1 2019, income tax amounted to PLN -13,628 thousand while in the equivalent period in 2018 it was PLN -10,605 thousand and PLN -2,092 thousand in Q4 2018.
The current portion of income tax in the analysed period amounted to PLN -13,322 thousand while the deferred portion to PLN -306 thousand. In the first quarter of the previous year, the amount was PLN -676 thousand and PLN -9,929 thousand respectively. . In the last quarter of the previous year, the amount was PLN -2,463 thousand and PLN +371 thousand respectively. .
Net profit/loss on discontinued operations covers the results of AP Mochenwangen and of the companies set up to acquire the Paper Mill. Since the Management Board of Arctic Paper S.A. has been actively looking for a buyer for the Paper Mill, its activity has been recognised as discontinued and in compliance with IFRS it was disclosed as a separate line item in the consolidated profit and loss account.
The net loss on the discontinued activity amounted to PLN 1,317 thousand for Q1 2019 and PLN 904 thousand in the equivalent period of the previous year. The fourth quarter of 2018 was closed with a net profit on discontinued activity of PLN 2,318 thousand.
In Q1 2019, the Group generated net profit in the amount of PLN 36,891 thousand. The portion of the net profit attributable to the shareholders of Arctic Paper S.A. amounts to PLN 14,252 thousand.
In Q1 2018, the Group generated net profit in the amount of PLN 28,755 thousand. The portion of the net profit attributable to the shareholders of Arctic Paper S.A. amounts to PLN 16,095 thousand.
In Q4 2018, the Group generated net loss in the amount of PLN 35,292 thousand. The portion of the net loss attributable to the shareholders of Arctic Paper S.A. amounted to PLN 37,872 thousand.
In Q1 2019, the result on operations amounted to PLN +59,070 thousand as compared to PLN +47,519 thousand in the equivalent period in the previous year and PLN -21,809 thousand in Q4 2018. These changes mean there was an increase of operating profit margin from +6.03% in the first quarter of 2018 and -2.84% in the last quarter of 2018 to +7.20 in the first quarter of the current year.
EBITDA in Q1 2019 was PLN 82,377 thousand while in the equivalent period in 2018 it was PLN 71,472 thousand and P LN 2,721 thousand respectively in Q4 2018. In the reporting period, the EBITDA margin was 10.04% compared to 9.07% in the equivalent period of 2018 and 0.35% in Q4 2018.
In Q1 2019, net profit amounted to PLN 36,891 thousand as compared to the net profit of PLN 28,755 thousand in Q1 2018 and net loss of PLN 35,292 thousand in Q4 2018.
| PLN '000 | Q1 2019 |
Q4 2018 |
Q1 2018 |
YTD Q1 2019 |
YTD Q1 2018 |
% change Q1 2019/ Q4 2018 |
% change Q1 2019/ Q1 2018 |
% change YTD Q1 2019/ YTD Q1 2018 |
|---|---|---|---|---|---|---|---|---|
| Profit on sales | 152 535 | 97 106 | 147 617 | 152 535 | 147 617 | 57,1 | 3,3 | 3,3 |
| % of sales revenues | 18,59 | 12,63 | 18,73 | 18,59 | 18,73 | 6,0 p.p. | (0,1) p.p. | (0,1) p.p. |
| EB ITDA | 82 377 | 2 721 | 71 472 | 82 377 | 71 472 | 2 928, 0 | 15, 3 | 15, 3 |
| % of sales revenues | 10,04 | 0,35 | 9,07 | 10,04 | 9,07 | 9,7 p.p. | 1,0 p.p. | 1,0 p.p. |
| EB IT | 59 070 | (21 809) | 47 519 | 59 070 | 47 519 | (370, 9) | 24, 3 | 24, 3 |
| % of sales revenues | 7,20 | (2,84) | 6,03 | 7,20 | 6,03 | 10,0 p.p. | 1,2 p.p. | 1,2 p.p. |
| Net p rof it (loss) f rom continuing | ||||||||
| op era tions | 38 208 | (32 973) | 29 659 | 38 208 | 29 659 | (215, 9) | 28, 8 | 28, 8 |
| % of sales revenues | 4,66 | (4,29) | 3,76 | 4,66 | 3,76 | 8,9 p.p. | 0,9 p.p. | 0,9 p.p. |
| Net p rof it / (loss) f rom | ||||||||
| d iscontinued op era tions | (1 317) | (2 318) | (904) | (1 317) | (904) | (43, 2) | 45, 6 | 45, 6 |
| % of sales revenues | (0,16) | (0,30) | (0,11) | (0,16) | (0,11) | 0,1 p.p. | (0,0) p.p. | (0,0) p.p. |
| Net p rof it/(loss) | 36 891 | (35 292) | 28 755 | 36 891 | 28 755 | (204, 5) | 28, 3 | 28, 3 |
| % of sales revenues | 4,50 | (4,59) | 3,65 | 4,50 | 3,65 | 9,1 p.p. | 0,8 p.p. | 0,8 p.p. |
| Return on equity / ROE (%) | 4,3 | (4,1) | 3,6 | 4,3 | 3,6 | 8,4 p.p. | 0,7 p.p. | 0,7 p.p. |
| Return on assets / ROA (%) | 1,7 | (1,6) | 1,5 | 1,7 | 1,5 | 3,4 p.p. | 0,2 p.p. | 0,2 p.p. |
In Q1 2019, return on equity was +4.3% while in Q1 2018 it was +3.6% and in Q4 2018 it was -4.1%.
In the same period, return on assets was +1.7% while in Q1 2018 it was +1.5% and in Q4 2018 it was -1.6%.
The growth of return on equity and return of assets in the first quarter of 2019, compared to the last quarter of 2018 is mainly due to the generated net profit in the analysed period.
| Change | Change | |||||
|---|---|---|---|---|---|---|
| 31.03.2019 | 31.03.2019 | |||||
| PLN '000 | 31.03.2019 | 31.12.2018 | 31.03.2018 | -31.12.2018 | -31.03.2018 | |
| Fixed assets | 1 035 694 | 1 037 969 | 930 023 | (2 275) | 105 671 | |
| Inventories | 439 600 | 478 614 | 344 704 | (39 015) | 94 896 | |
| Receivables | 402 580 | 371 963 | 394 420 | 30 618 | 8 161 | |
| including trade receivables | 394 445 | 365 946 | 386 337 | 28 499 | 8 108 | |
| Other current assets | 34 135 | 64 794 | 42 330 | (30 659) | (8 194) | |
| Cash and cash equivalents | 208 625 | 201 118 | 205 273 | 7 507 | 3 352 | |
| Assets for sale | 1 411 | 1 716 | 3 388 | (305) | (1 977) | |
| Tota l a ssets | 2 122 045 | 2 156 174 | 1 920 137 | (34 129) | 201 908 | |
| Equity | 854 328 | 861 193 | 797 800 | (6 865) | 56 527 | |
| Short-term liabilities | 866 255 | 850 245 | 565 994 | 16 010 | 300 261 | |
| of which: | ||||||
| trade and other payables | 486 181 | 516 678 | 403 176 | (30 497) | 83 005 | |
| interest-bearing debt | 283 497 | 232 184 | 67 462 | 51 313 | 216 035 | |
| other non-financial liabilities | 96 577 | 101 383 | 95 356 | (4 806) | 1 221 | |
| Long-term liabilities | 397 849 | 441 381 | 554 731 | (43 533) | (156 883) | |
| of which: | ||||||
| interest-bearing debt | 205 956 | 249 659 | 396 555 | (43 704) | (190 599) | |
| other non-financial liabilities | 191 893 | 191 722 | 158 176 | 171 | 33 717 | |
| Liabilities related to assets held for sale. | 3 613 | 3 355 | 1 611 | 258 | 2 002 | |
| Tota l lia b ilities a nd eq uity | 2 122 045 | 2 156 174 | 1 920 137 | (34 129) | 201 908 |
As at 31 March 2019 total assets amounted to PLN 2,122,045 thousand as compared to PLN 2,156,174 thousand at the end of 2018 which was a decrease by PLN 34,129 thousand.
As at the end of March 2019, fixed assets amounted to PLN 1,035,694 thousand and accounted for 48. 8% of total assets as compared to PLN 1,037,969 thousand at the end of 2018 – 48.1%. Fixed assets mainly consist of property, plant & equipment and intangible assets. The value of fixed assets was not changed materially when compared to 31 December 2018; the growth of tangible fixed assets as at the end of March 2019 was primarily due to the implementation of IFRS 16 on 1 January 2019 was compensated with a decrease of financial assets and intangible assets.
As at the end of March 2019, current assets amounted to PLN 1,084,940 thousand as compared to PLN 1,116,489 thousand at the end of December 2018. As part of the current assets, inventories decreased by PLN 39,015 thousand and receivables increased by PLN 30,618 thousand, other current assets decreased by PLN 30,659 thousand while cash and cash equivalents increased by PLN 7,507 thousand. Current assets represented 51.1% of total assets as at the end of March 2019 (51.8% as at the end of 2018) and included inventories – 20.7% (22.2% as at the end of 2018), receivables – 19.0% (17.3% as at the end of 2018), other current assets – 1.6% (3.0% as at the end of 2018) and cash and cash equivalents – 9.8% (9.3% as at the end of 2018).
The assets available for sales cover the assets of the Mochenwangen Group with the exception of assets of the other companies in the Arctic Paper Group.
In Q1 2019, the equity amounted to PLN 854,328 thousand as compared to PLN 861,193 thousand at the end of 2018. Equity represented 40.3% of total equity and liabilities as at the end of March 2019 as compared to 39.9% of balance sheet total as at the end of December 2018. The decrease of equity in Q1 2019 was due primarily to a lower valuation of fi nancial instruments than at the end of 2018 that hedge future cash flows, partly compensated with the net profit for the period.
As at the end of March 2019, current liabilities amounted to PLN 866,255 thousand (40.8% of balance she et total) as compared to PLN 850,245 thousand (39.4% of balance sheet total) as at the end of 2018. In the current quarter, a growth of short-term liabilities occurred by PLN 16,010 thousand. The growth of short-term liabilities was primarily due to the growth of short-term loans, borrowings and bonds, including as a result of a change to the presentation due to the breach of ratios resulting from the credit facilities agreements and bond issue agreements, partly compensated with reduced trade and other payables.
As at the end of March 2019, long-term liabilities amounted to PLN 397,849 thousand (18.7% of balance sheet total) as compared to PLN 441,381 thousand (20.5% of balance sheet total) as at the end of 2018. In the period under r eport, a decrease of long-term liabilities occurred by PLN 43,533 thousand, primarily due to the change of the presentation of loans and bonds in PLN to short-term liabilities due to the breach of the ratios.
The liabilities related to assets held for sale cover the liabilities of the Mochenwangen Group with the exception of liabilities to the other companies in the Arctic Paper Group and the provision for retirement benefits.
| Q1 | Q4 | Q1 | % change Q1 2019/ |
% change Q1 2019/ |
|
|---|---|---|---|---|---|
| 2019 | 2018 | 2018 | Q4 2018 | Q1 2018 | |
| Debt to equity ratio (%) | 148,4 | 150,4 | 140,7 | (2,0) p.p. | 7,7 p.p. |
| Equity to fixed assets ratio (%) | 82,5 | 83,0 | 85,8 | (0,5) p.p. | (3,3) p.p. |
| Equity to interest-bearing debt ratio (%) | 57,3 | 56,0 | 58,2 | 1,3 p.p. | (0,9) p.p. |
| Net debt to EBITDA ratio for the last 12 months (x) | 1,2x | 1,3x | 1,1x | (0,1) | 0,1 |
| EBITDA to interest expense ratio (x) | 9,9x | 9,4x | 9,8x | 0,5 | 0,1 |
As at the end of March 2019 the debt to equity ratio was 148.4% and was higher by 2.0 p.p. As compared to the end of 2018 and higher by 7.7 p.p. as compared to the end of March 2018.
The equity to non-current assets ratio was 82.5% as at the end of Q1 2019 and was lower by 0.5 p.p. than at the end of 2018 and lower by 3.3 p.p. than at the end of March 2018.
Interest bearing debt to equity ratio amounted to 57.3% as at the end of Q1 2019 and was higher by 1.3 p.p. compared to the end of December 2018 and lower by 0.9 p.p. compared to the level of the ratio calculated at the end of March 2018.
Net borrowings to EBITDA calculated for the last 12 months ended on 31 March 2019 amounted to 1.2x compared to 1.3x in the equivalent period ended on 31 December 2018 and 1.1x for the 12-month period ended on 31 March 2018.
The EBITDA to interest coverage ratio amounted to 9.9x for the twelve months ended on 31 March 2019, 9.4x for the twelve months ended on 31 December 2018 and 9.8x for the twelve months ended on 31 March 2018.
| % change | % change | ||||
|---|---|---|---|---|---|
| Q1 | Q4 | Q1 | Q1 2019/ | Q1 2019/ | |
| 2019 | 2018 | 2018 | Q4 2018 | Q1 2018 | |
| Current ra tio | 1, 3x | 1, 3x | 1, 7x | (0, 1) | (0, 5) |
| Q uick ra tio | 0, 7x | 0, 7x | 1, 1x | (0, 0) | (0, 4) |
| Acid test | 0, 2x | 0, 2x | 0, 4x | 0, 0 | (0, 1) |
| DSI (days) | 59,2 | 64,1 | 48,4 | (4,9) | 10,8 |
| DSO (days) | 43,3 | 42,8 | 44,1 | 0,4 | (0,9) |
| DPO (days) | 65,5 | 69,2 | 56,7 | (3,7) | 8,8 |
| Operational cycle (days) | 102,5 | 106,9 | 92,6 | (4,4) | 9,9 |
| Ca sh conversion cycle (d a ys) | 37, 0 | 37, 7 | 35, 9 | (0, 7) | 1, 1 |
The current liquidity ratio was 1.3 at the end of March 2019 and as at to 31 December 2018 and it dropped b y 0.5 as compared to 31 March 2018.
The quick ratio was 0.7 at the end of March 2019 and as at 31 December 2018 and 1.1 as at 31 March 2018.
At the end of March 2019, the acid test ratio was at a similar level as compared to the end of 2018 and lower by 0.2 as at the end of March 2018.
The cash conversion cycle for the period ended on 31 March 2019 was 37.0 days (the period ended o n 31 December 2018: 37.7 days and for the period ended on 31 March 2018: 35.9 days).
| % change | % change | % change | ||||||
|---|---|---|---|---|---|---|---|---|
| Q1 | Q4 | Q1 | YTD Q1 | YTD Q1 | Q1 2019/ | Q1 2019/ | YTD Q1 2019/ | |
| PLN '000 | 2019 | 2018 | 2018 | 2019 | 2018 | Q4 2018 | Q1 2018 | YTD Q1 2018 |
| Cash flows from operating activities | 59 761 | 80 485 | 1 801 | 59 761 | 1 801 | (25,7) | 3 218,5 | 3 218,5 |
| of which: | ||||||||
| Gross profit (loss) | 50 541 | (33 271) | 39 353 | 50 541 | 39 353 | (251,9) | 28,4 | 28,4 |
| Depreciation/amortisation and impairment charges 23 307 | 24 529 | 23 953 | 23 307 | 23 953 | (5,0) | (2,7) | (2,7) | |
| Changes to working capital | (23 743) | 78 925 | (64 707) | (23 743) | (64 707) | (130,1) | (63,3) | (63,3) |
| Other adjustments | 9 657 | 10 303 | 3 202 | 9 657 | 3 202 | (6,3) | 201,6 | 201,6 |
| Cash flows from investing activities | (18 764) | (59 232) | (41 710) | (18 764) | (41 710) | (68,3) | (55,0) | (55,0) |
| Cash flows from financing activities | (32 654) | (2 109) | 8 397 | (32 654) | 8 397 | 1 448,3 | (488,9) | (488,9) |
| Tota l ca sh f lows | 8 344 | 19 145 | (31 513) | 8 344 | (31 513) | (56, 4) | (126, 5) | (126, 5) |
Due to adjustment to previous years' error concerning the elimination of perpetual usufruct right and reduction of tangible fixed assets for AP Kostrzyn (detailed in note 6.3.1 of these Abbreviated consolidated quarterly financial statements), the above numbers for Q4 do not constitute a difference from the numbers for 2018 disclosed in the Annual Consolidated Report for 2018 and the data for Q3 2018, disclosed in the Abbreviated consolidated quarterly financial statements of the Arctic Paper Group for the period of 9 months ended on 30 September 2018.
In Q1 2019, net cash flows from operating activities amounted to PLN +59,761 thousand as compared to PLN +1,801 thousand in the equivalent period of 2018 and PLN +80,485 thousand in the fourth quarter of the previous year. Gross profit generated in Q1 2019, increased by depreciation/amortisation in the period, partly compensated with changes in working capital (mainly increased receivables and decreased trade payables) resulted in positive cash flows from operating activities in the first three months of 2019.
In Q1 2019, cash flows from investing activities amounted to PLN -18,764 thousand as compared to PLN -41,710 thousand in Q1 2018 and PLN -59,232 thousand in Q4 2018. Cash flows from investing activities in Q1 2019 resulted primarily from purchase of tangible fixed and intangible assets.
In Q1 2019, cash flows from financing activities amounted to PLN -32,654 thousand as compared to PLN +8,397 thousand in Q1 2018 and PLN -2,109 thousand in Q4 2018. In Q1 2019 negative cash flows from financing activities were related primarily to repayment of debt under bank loans and bonds with interest.
| % change | % change | % change | ||||||
|---|---|---|---|---|---|---|---|---|
| Q1 | Q4 | Q1 | YTD Q1 | YTD Q1 | Q1 2019/ | Q1 2019/ | YTD Q1 2019/ | |
| PLN '000 | 2019 | 2018 | 2018 | 2019 | 2018 | Q4 2018 | Q1 2018 | YTD Q1 2018 |
| Sa les revenues | 11 111 | 13 408 | 9 751 | 11 111 | 9 751 | (17, 1) | 13, 9 | 13, 9 |
| of which: | ||||||||
| Revenues from sales of services | 7 321 | 11 923 | 8 524 | 7 321 | 8 524 | (38,6) | (14,1) | (14,1) |
| Interest income on loans | 1 139 | 1 241 | 1 227 | 1 139 | 1 227 | (8,2) | (7,1) | (7,1) |
| Dividend income | 2 650 | 245 | - | 2 650 | - | - | - | - |
| Profit on sales | 9 775 | 11 994 | 8 394 | 9 775 | 8 394 | (18,5) | 16,5 | 16,5 |
| % of sales revenues | 87,98 | 89,45 | 86,08 | 87,98 | 86,08 | (1,5) p.p. | 3,4 p.p. | 1,9 p.p. |
| Selling and distribution costs | (574) | (750) | (750) | (574) | (750) | (23,5) | (23,5) | (23,5) |
| Administrative expenses | (6 646) | (12 251) | (7 144) | (6 646) | (7 144) | (45,8) | (7,0) | (7,0) |
| Other operating income | 82 | 3 649 | 58 | 82 | 58 | (97,8) | 40,7 | 40,7 |
| Other operating expenses | (319) | (8 346) | (254) | (319) | (254) | (96,2) | 25,6 | 25,6 |
| EB IT | 2 318 | (5 704) | 304 | 2 318 | 304 | (140, 6) | 663, 4 | 663, 4 |
| % of sales revenues | 20,86 | (42,54) | 3,11 | 20,86 | 3,11 | 63,4 p.p. | 17,7 p.p. | 17,7 p.p. |
| EB ITD A | 2 441 | (5 597) | 427 | 2 441 | 427 | (143, 6) | 472, 1 | 472, 1 |
| % of sales revenues | 21,97 | (41,74) | 4,38 | 21,97 | 4,38 | 63,7 p.p. | 17,6 p.p. | 17,6 p.p. |
| Financial income | 1 203 | 1 108 | 1 009 | 1 203 | 1 009 | 8,5 | 19,2 | 19,2 |
| Financial expenses | (5 315) | (4 099) | (5 857) | (5 315) | (5 857) | 29,7 | (9,3) | (9,3) |
| Gross p rof it | (1 794) | (8 695) | (4 545) | (1 794) | (4 545) | (79, 4) | (60, 5) | (60, 5) |
| Income tax | (1) | (457) | - | (1) | - | - | - | - |
| Net p rof it | (1 795) | (9 152) | (4 545) | (1 795) | (4 545) | (80, 4) | (60, 5) | (60, 5) |
| % of sales revenues | (16,15) | (68,26) | (46,61) | (16,15) | (46,61) | 52,1 p.p. | 30,5 p.p. | 30,5 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, as well as Sales Offices.
Sales revenues for Q1 2019 amounted to PLN 8,461 thousand and comprised services provided to Group companies (PLN 7,321 thousand), and interest income on loans (PLN 1,139 thousand). In the equivalent period of the previous year, the standalone sales revenues amounted to PLN 9,751 thousand and comprised services provided to Group companies (PLN 8,524 thousand), and interest income on loans (PLN 1,227 thousand).
In Q4 2018, the standalone sales revenues amounted to PLN 13,408 thousand which included revenues from the services provided to Group companies (PLN 11,923 thousand) and interest income on borrowi ngs granted (PLN 1,241 thousand).
In 2019 and in 2018, the Company did not render services to the Pulp Mills of the Rottneros Group.
In 2019, the costs of sales comprised interest income on loans received from other Group companies and costs of sales of logistics services.
In Q1 2019 the Company recognised the amount of PLN 574 thousand as selling and distribution costs (PLN 750 thousand in the equivalent quarter of 2018) which comprised solely the expenses related to intermediary services in the purchase of pulp for Arctic Paper Kostrzyn S.A. Sales of pulp to Arctic Paper Kostrzyn commenced in July 2012.
In Q1 2019, the administrative expenses amounted to PLN 6,646 thousand and were lower than i n the same period of the previous year (by PLN 7,144 thousand) and the expenses recorded in Q4 2018 by PLN 12,251 thousand.
The administrative expenses include costs of the administration of the Company operation, costs of ser vices provided for the companies in the Group and all costs incurred 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.
Other operating income totalled PLN 82 thousand in Q1 2019 which was an increase as compared to the equivalent period of the previous year (by PLN 24 thousand). In the equivalent period of 2018, the income amounted to PLN 3,649 thousand and was primarily due to a decrease of impairment allowances of assets at Arctic Paper Sverige AB (PLN 2,939 thousand) and in Arctic Paper Norge AS (PLN 516 thousand). Other operating expenses totalled PLN 319 thousand in Q1 2019. In the equivalent period of 2018, the expenses amounted to PLN 254 thousand while in Q4 2018 they amounted to PLN 8,346 thousand with the largest part thereof being an increase of impairment allowances to assets - shares in Arctic Paper Investment AB (PLN 7,828 thousand).
In Q1 2019, the financial income amounted to PLN 1,203 thousand and was higher by PLN 194 thousand than generated in Q1 2018.
The financial expenses in 2019 amounted to PLN 5,315 thousand (in the equivalent period of 2018: PLN 5,857 thousand) while in Q4 2018 they amounted to PLN 4,099 thousand. The largest part of financial expenses in Q1 2019 included interest on amortised cost and costs of financial transactions.
| Change | Change | ||||
|---|---|---|---|---|---|
| 31.03.2019 | 31.03.2019 | ||||
| PLN '000 | 31/03/2019 | 31/12/2018 | 31/03/2018 | -31.12.2018 | -31.03.2018 |
| Fixed assets | 739 715 | 751 507 | 760 681 | (11 792) | (20 965) |
| Receivables | 69 824 | 90 818 | 86 148 | (20 994) | (16 324) |
| Other current assets | 113 643 | 130 681 | 100 066 | (17 037) | 13 577 |
| Cash and cash equivalents | 5 254 | 19 605 | 28 711 | (14 352) | (23 457) |
| Total a ssets | 928 436 | 992 611 | 975 606 | (64 175) | (47 170) |
| Equity | 534 282 | 535 124 | 527 054 | (842) | 7 227 |
| Short-term liabilities | 370 694 | 374 679 | 204 739 | (3 985) | 165 956 |
| Long-term liabilities | 23 461 | 82 807 | 243 814 | (59 346) | (220 353) |
| Total eq uity a nd lia b ilities | 928 436 | 992 611 | 975 607 | (64 175) | (47 171) |
As at 31 March 2019 total assets amounted to PLN 928,436 thousand as compared to PLN 992.611 thousand at the end of 2018.
As at the end of March 2019 non-current assets represented nearly 79.67% of total assets which means the share increased (by 3.96 p.p.) compared to the end of 2018. The main item of non-current assets includes interests in subsidiaries. At the end of Q1 2018, the value was PLN 673,937 thousand and was the same as at the end of 2018.
As at the end of March 2019, current assets amounted to PLN 188,721 thousand as compared to PLN 241,104 thousand at the end of 2018. Working assets decreased in Q1 2019, particularly in trade receivables and other current assets. As at the end of Q1 2019, current assets represented 21.33% of total assets compared to 24.29% as at the end of the previ ous year.
In Q1 2019, the equity amounted to PLN 534,282 thousand as compared to PLN 534,124 thousand at the end of 2018. Equity amounted to 57.55% of balance sheet total as at the end of March 2019 and the share decreased by 3.64 p.p. as compared to the end of 2018.
As at the end of March 2019, current liabilities amounted to PLN 370,694 thousand (39.9% of balance sheet total) as compared to PLN 374,679 thousand as at the end of 2018 (37.7% of balance sheet total).
As at the end of March 2019, long-term liabilities amounted to PLN 23,461 thousand (2.5% of balance sheet total) as compared to PLN 82,807 thousand as at the end of 2018 (8.3% of balance sheet total).The decrease of long-term liabilities was primarily due to increase of short-term loans, borrowing and bonds, including as a result of a change to the presentation due to the breach of ratios resulting from the credit facilities agreements and bond issue agreements.
| Tota l ca sh f lows | (14 352) | 133 355 | (8 233) | (14 352) | (8 233) | (110, 8) | 74, 3 | 74, 3 |
|---|---|---|---|---|---|---|---|---|
| Cash flows from financing activities | (40 644) | 124 836 | 2 998 | (40 644) | 2 998 | (132,6) | (1 455,9) | (1 455,9) |
| Cash flows from investing activities | 182 | 2 810 | (23) | 182 | (23) | (93,5) | (900,1) | (900,1) |
| Other adjustments | 347 | 2 859 | 22 126 | 347 | 22 126 | (87,9) | (98,4) | (98,4) |
| Increase / decrease of liabilities from cash-pooling | 13 169 | 1 158 | 20 613 | 13 169 | 20 613 | 1 036,8 | (36,1) | (36,1) |
| Increase / decrease of loans granted to subsidiaries | 27 830 | (3 118) | (29 671) | 27 830 | (29 671) | (992,6) | (193,8) | (193,8) |
| Net interest and dividends | 2 298 | 2 078 | 4 167 | 2 298 | 4 167 | 10,6 | (44,9) | (44,9) |
| Changes to working capital | (15 839) | 11 319 | (3 496) | (15 839) | (3 496) | (239,9) | 353,0 | 353,0 |
| Depreciation/amortisation | 100 | 108 | 212 | 100 | 212 | (7,4) | (53,0) | (53,0) |
| Gross profit (loss) | (1 794) | (8 695) | (4 545) | (1 794) | (4 545) | (79,4) | (60,5) | (60,5) |
| of which: | ||||||||
| Cash flows from operating activities | 26 110 | 5 709 | (11 208) | 26 110 | (11 208) | 357,3 | (333,0) | (333,0) |
| PLN '000 | 2019 | 2019 | 2018 | 2019 | 2018 | Q4 2018 | Q1 2018 | YTD Q1 2018 |
| Q1 | Q4 | Q1 | YTD Q1 | YTD Q1 | Q1 2019/ | Q1 2019/ | YTD Q1 2019/ | |
| % change | % change | % change |
The cash flow statement presents an increase in cash in Q1 2019 by PLN -14,352 thousand which includes:
In Q1 2019, net cash flows from operating activities amounted to PLN 26,110 thousand as compared to PLN -11,208 thousand in the equivalent period of 2018. The positive cash flows from operating activities this year was affected largely by the changes to the loans to subsidiaries and liabilities under cash -pooling.
In the first three months 2019, cash flows from investing activities amounted to PLN 182 thousand as compared to PLN -23 thousand in Q1 2018. The cash flows from investing activities in 2019 included primarily sales of tangible fixed assets.
In 2019 cash flows from financing activities amounted to PLN -40,644 thousand as compared to PLN 2,998 thousand in 2018. The cash flows from financing activities were primarily affected by repayment of liabiliti es under loans and loans received.
The Group's operating activity has been historically and will continue to be influenced by the following key factors:
We believe that a number of macro-economic and other economic factors have a material impact on the demand for high-quality paper, and they may also influence the demand for the Group products and the Group's operating results. 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. The Group's energy costs historically include m ostly 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 supplies to the Group's Paper Mills is made from the Group's own Pulp Mills. The rest of the pulp produced in the Group's Pulp Mills is sold to external customers.
The Group's operating results are significantly influenced by currency rate fluctuations. In particular, the Group's revenues and costs are expressed in different foreign currencies and are not matched, therefore, the appreciation of the currencies in which we incur costs towards the currencies in which we generate revenues, will have an adverse effect on the Group's results. The Group's products are primarily sold to euro zone countries, Scandinavia, Poland and the UK; therefore, the Group's revenues are to a great extent expressed in EUR, GBP, SEK and PLN, while the revenues of Pulp Mills are primarily dependent on USD. The Group's operating expenses are primarily expressed in USD (pulp costs for Paper Mills), EUR (costs related to pulp for Paper Mills, energy, transportation, chemicals and a majority of costs related to the operations of the Mochenwangen Paper Mill), PLN (the majority of other costs incurred by the Paper Mill in Kostrzyn nad Odrą) and SEK (the majority of other costs incurred by the Munkedal and Grycksbo mills as well as the Rottneros and Vallvik Pulp Mills).
Exchange rates also have an important influence on results reported in the Group's financial statements because of changes in exchange rates of the currencies in which we generate revenues and incur costs, and the currency in which we report the Group's financial results (PLN).
In Q1 2019 there were no unusual events or factors.
In Q1 2019 there were no material changes in the Arctic Paper Group's structure that would have material influence on the financial result generated.
In connection with the term and revolving loan agreements, agreements related to bond issues, signed on 9 September 2016, the Group agreed to maintain specified financial ratios that are calculated at the end of each quarter. The calculation of ratios is based on paper segment results.
As at 31 March 2019, the Group failed to maintain the Net Debt to EBITDA ratio (being the ratio of interest bearing liabilities decreased by cash on hand to EBITA) and Cashlow Cover ratio as required in the loan agreement with the consortium of financing banks (Santander Bank S.A., Bank BGŻ BNP Paribas S.A. and the European Bank for Reconstruction and Development) – the Cashflow Cover being a ratio of cash flows from operating activities to the repayment amount of financial liabilities made in the 12 months from the end of each quarter (net of any discontinued operations and operations by the Rottneros Group in both ratios). The defined level of Net Debt to EBITDA has also not been complied with according to bonds' terms and conditions. Failure to comply with the ratios was due to higher pulp prices and maintaining lower demand for paper.
After the balance sheet date, Arctic Paper S.A. received a written assurance from Santander Bank S.A. acting as the consortium agent of the financing banks that failure by the Group to comply with the required level ratios as at 31 March 2018 does not constitute an event of default under the loan agreement of 9 September 2016. In accordance with IAS 1, as such assurance was not available on 31 March 2018, the Group disclosed its entire debt to the bank consortium as at that day as short-term liabilities: interest-bearing loans, borrowings and bonds.
Similarily, the whole debt resulting from bonds was disclosed as short-term. At the same time, the Management Board have taken the preventive and remedial actions in order to prevent any potential negative effects that may occur due to the breach of the terms of issue of the Bonds. Therefore, depending on the effect of those actions, the breach of the financial covenant s alone might not lead to the holders of the Bonds becoming entitled to exercise the right to redeem the Bonds early or have other potential negative effects for the Company.
In particular, as part of the actions referred to above, the Company initiated talks with the entity acting as, inter alia, the issuing agent of the Bonds, i.e. Haintong Bank S.A. Spółka Akcyjna Oddział w Polsce, inter alia in order to obtain a waiver from the holders of the Bonds of their right to redeem the Bonds early on the terms described in the terms of issue of the Bonds.
In Q1 2019 the Arctic Paper Group recorded an increased level of orders versus Q4 2018 by 6.2% and a decrease of orders versus the equivalent period of 2018 by 9%.
Source of data: Analysis by Arctic Paper
In Q1 2019 the average prices of high quality UWF paper increased by 8.4% while the prices of CWF paper increased by 7.2% versus equivalent prices of Q1 2018.
In the period from December 2018 to March 2019, the prices declared by manufacturers 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 increases: by 1% and 0.6% respectively
The prices invoiced by Arctic Paper in EUR for comparable products in the segment of uncoated wood-free paper (UWF) increased at the end of Q1 2019 by 7.1% versus the equivalent period of 2018 while in the segment of coated wood -free paper (CWF) the prices increased by 4%.
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 Q1 2019, the pulp prices reached the level of: NBSK – USD 1104.5/ton and BHKP – USD 972.9/ton. The average price of NBSK in Q1 2019 was higher by 8.5% compared to the equivalent period of the previous year while the price of BHKP was by 1.7% lower. The average pulp price in Q1 2019 was lower as compared to Q4 2018 by 6.2% for NBSK by 4.9% for BHKP.
The average cost of pulp per ton of produced paper as calculated for the AP Group, expressed in PLN, in Q1 2019 decreased by 3.1% versus Q4 2018 and increased by 16.9% versus Q1 2018. The share of pulp costs in the internal costs of paper sales in Q1 of the current year amounted to 59% and it was the same as the level record ed in Q1 2018.
In Q1 2019, the AP Group used pulp in the production process in the following structure: BHKP 70%, NBSK 23% and other 7%.
Source of data: www.foex.fi analysis by Arctic Paper.
The EUR/PLN exchange rate at the end of Q1 2019 amounted to 4.3013 and was at the same level as at the end of Q4 2018 and higher by 2.2% than at the end of Q1 2018. The average exchange rate in Q1 2019 was higher by 0.1% than in Q4 2018 and amounted to 4.3033, compared to 4.2997. The average exchange rate in Q1 2019 was by 2.9% higher than in Q1 2018.
The EUR/SEK exchange rate at the end of March 2019 was 10.4148 versus 10.2357 at the end of 2018, and 10.2722 at the end of Q1 2018 which was an appreciation of EUR to SEK by 1.7% and 1.4% respectively.
For this pair, the mean exchange rate in Q1 2019 was by 0.9% higher compared to Q4 2018. The mean exchange rate in Q1 2019 was 4.5% higher than in the corresponding period of 2018.
The changes mean a depreciation of SEK vis-a-vis EUR in Q1 2019 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 Q1 2019, the USD/PLN rate recorded an increase by 2% versus the end of Q4 2018 and amounted to 3.8365. In Q1 2019, the average exchange rate amounted to 3.7883 compared to 3.7671 in Q4 2018. That was a PLN appreciation to USD by 0.6%.
At the end of Q1 2019, the USD/SEK rate amounted to 9.2893 and was by 3.8% higher than at the end of 2018. The mean exchange rate in Q1 2019 amounted to 9.1722 which was an increase by 1.4% compared to Q4 2018.
The changes of the USD/SEK exchange rates in Q1 2019 adversely affected the costs incurred in US D by the Swedish paper mills, in particular the costs of pulp. With reference to the Paper Mill in Kostrzyn, the mean monthly USD/PLN exchange rate recorded a growth versus the equivalent rate from Q4 2018 which has adversely affected the pulp purchase cos ts in USD by the Polish factory.
At the end of March 2018, the EUR/USD rate amounted to 1.1212 compared to 1.1437 at the end of Q4 2018 and to 1.2328 at the end of March 2018. In terms of percentage, that means a depreciation of EUR to USD by 2% versus Q4 2018 and a depreciation of the currency by 9.1% Q1 2018. In Q1 2019, the mean exchange rate of the pair amounted to 1.1360 compared to 1.1414 in Q4 2018 (-0.5%).
The depreciation of SEK versus EUR has positively affected the Group's financial results, mai nly due to increased sales revenues generated in EUR and translated into SEK. The depreciating PLN versus USD in Q1 2019 adversely affected the purchase prices of raw materials for the paper mill in Kostrzyn. SEK depreciating vis -a-vis USD 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 Q1 2019 there were no material changes to the risk factors. Those were presented in detail in the annual report for 2018.
The Management Board of Arctic Paper S.A. has not published the projected financial results for 2019.
| Number of shares or rights to shares |
Number of shares or rights to shares |
||
|---|---|---|---|
| Managing and supervising persons | as at 28/05/2019 | as at 18/03/2019 | Change |
| Ma na g em ent B oa rd | |||
| Michał Jarczyński | - | - | - |
| Göran Eklund | - | - | - |
| Sup ervisory B oa rd | |||
| Per Lundeen | 34 760 | 34 760 | - |
| Thomas Onstad | 6 223 658 | 6 223 658 | - |
| Roger Mattsson | - | - | - |
| Maciej Georg | - | - | - |
| Mariusz Grendowicz | - | - | - |
As at 31 March 2019, the Group reported:
In connection with the term and revolving loan agreements, agreements relating to the bond issue and the intercreditor agreement (described in more detail in the note "Obtaining new financing") signed on 9 September 2016, on 3 October 2016 the Company signed agreements and statements pursuant to which collateral to the above debt and other claims would be established in favour of Bank BGŻ BNP Paribas S.A., acting as the Collateral Agent, that is
under Polish law – Collateral Documents establishing the following Collateral:
› financial and registered pledges on all shares and interests registered in Poland, owned by the Company and the Guarantors, in companies in the Company Group (with the exception of Rottneros AB, Arctic Paper Mochenwangen GmbH and Arctic Paper Investment GmbH), except the shares in the Company;
Arctic Paper Capital Group/ Consolidated quarterly report for Q1 2019 33 Management Board's Report
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 th e 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.
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 28 May 2019 | |
| Member of the Management Board Chief Financial Officer |
Göran Eklund | 28 May 2019 |
for the period of three months ended on 31 March 2019
| 3-month period | 3-month period | Year ended | ||
|---|---|---|---|---|
| ended on | ended on | |||
| 31 March 2019 | 31 March 2018 | 31 December 2018 | ||
| (unaudited) | (transformed) | |||
| Continuing operations | ||||
| Revenues from sales of goods | 820 572 | 788 054 | 3 158 210 | |
| Sales revenues | 820 572 | 788 054 | 3 158 210 | |
| Costs of sales | (668 037) | (640 436) | (2 608 260) | |
| Profit / (loss) on sales | 152 535 | 147 617 | 549 950 | |
| Selling and distribution costs | (84 757) | (84 852) | (346 177) | |
| Administrative expenses | (19 963) | (21 119) | (88 205) | |
| Other operating income | 26 875 | 17 972 | 47 418 | |
| Other operating expenses | (15 621) | (12 099) | (32 288) | |
| Operating profit (loss) | 59 070 | 47 519 | 130 698 | |
| Financial income | 1 132 | 564 | 1 823 | |
| Financial expenses | (8 366) | (7 819) | (38 634) | |
| Gross profit (loss) | 51 836 | 40 264 | 93 888 | |
| Income tax | (13 628) | (10 605) | (33 390) | |
| Net profit (loss) from continuing operations | 38 208 | 29 659 | 60 498 | |
| Discontinued operations | ||||
| Profit (loss) for the period on discontinued operations | (1 317) | (904) | (4 609) | |
| Net profit / (loss) for the period | 36 891 | 28 755 | 55 889 | |
| Attributable to: | ||||
| The shareholders of the Parent Entity, of which: | 14 252 | 16 095 | 7 673 | |
| - profit (loss) from continuing operations | 15 569 | 16 999 | 12 282 | |
| - profit (loss) from discontinued operations | (1 317) | (904) | (4 609) | |
| Non-controlling interest | 22 639 | 12 660 | 48 216 | |
| - profit (loss) from continuing operations | 22 639 | 12 660 | 48 216 | |
| - profit (loss) from discontinued operations | - | - | - | |
| 36 891 | 28 755 | 55 889 | ||
| Earnings per share: | ||||
| – basic earnings from the profit/(loss) for the period attributable | ||||
| to the shareholders of the Parent Entity | 0,21 | 0,23 | 0,11 | |
| – basic earnings profit/(loss) for the period from continuing operations | ||||
| attributable to the shareholders of the Parent Entity | 0,22 | 0,25 | 0,18 | |
| – diluted earnings from the profit for the period attributable to | ||||
| the shareholders of the Parent Entity | 0,21 | 0,23 | 0,11 | |
| – diluted earnings from the profit for from continuing | ||||
| operations attributable to the shareholders of the Parent Entity | 0,22 | 0,25 | 0,18 |
* information on the transformed data is provided in notes 6.3.1 and 6.3.2.
| 3-month period ended on 31 March 2019 (unaudited) |
3-month period ended on 31 March 2018 (transformed) |
Year ended on 31 December 2018 |
|
|---|---|---|---|
| Net profit/(loss) for the reporting period | 36 891 | 28 755 | 55 889 |
| Items to be reclassified to profit/loss in future reporting periods: | |||
| FX differences on translation of foreign operations | (10 303) | (18 693) | (4 881) |
| Measurement of financial instruments | (42 895) | 8 265 | 72 041 |
| Deferred income tax on the measurement of financial instruments | 9 442 | (1 519) | (15 066) |
| Items not to be reclassified to profit /loss in future reporting | |||
| periods: | - | - | |
| Actuarial profit / (loss) for defined benefit plans | - | - | (3 083) |
| Deferred income tax on actuarial profit / (loss) relating to defined | |||
| benefit plans | - | - | 668 |
| Other comprehensive income | (43 756) | (11 947) | 49 678 |
| Total comprehensive income | (6 865) | 16 807 | 105 567 |
| Total comprehensive income attributable to: | |||
| The shareholders of the Parent Entity | (13 829) | 11 005 | 41 061 |
| Non-controlling interest | 6 964 | 5 803 | 64 506 |
information on the transformed data is provided in note 6.3.1
| As at 31 March 2019 (unaudited) |
As at 31 December 2018 |
As at 31 March 2018 (transformed) |
|
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Tangible fixed assets | 923 567 | 901 960 | 815 424 |
| Investment properties | 4 236 | 4 236 | 4 107 |
| Intangible assets | 42 706 | 49 160 | 52 892 |
| Interests in joint ventures | 1 162 | 1 182 | 954 |
| Other financial assets | 34 498 | 52 520 | 25 700 |
| Other non-financial assets | 1 751 | 1 773 | 1 476 |
| Deferred income tax asset | 27 774 | 27 137 | 29 469 |
| 1 035 694 | 1 037 969 | 930 023 | |
| Current assets | |||
| Inventories | 439 600 | 478 614 | 344 704 |
| Trade and other receivables Corporate income tax receivables |
394 445 8 136 |
365 946 6 017 |
386 337 8 083 |
| Other financial assets | 22 312 | 14 267 | 26 880 |
| Other non-financial assets | 11 823 | 50 527 | 15 450 |
| Cash and cash equivalents | 208 625 | 201 118 | 205 273 |
| 1 084 940 | 1 116 489 | 986 726 | |
| Assets related to discontinued operations | 1 411 | 1 716 | 3 388 |
| TOTAL ASSETS | 2 122 045 | 2 156 174 | 1 920 137 |
| EQUITY AND LIABILITIES | |||
| Equity Equity (attributable to the shareholders of the Parent Entity) |
|||
| Share capital | 69 288 | 69 288 | 69 288 |
| Reserve capital | 407 976 | 407 976 | 447 638 |
| Other reserves | 128 518 | 151 110 | 131 545 |
| FX differences on translation | (17 815) | (12 338) | (19 661) |
| Retained earnings / Accumulated losses | (13 493) | (27 745) | (56 571) |
| Cumulated other comprehensive income related to discontinued | |||
| operations | (11 660) | (11 649) | (11 795) |
| 562 814 | 576 643 | 560 443 | |
| Non-controling interest | 291 514 | 284 550 | 237 357 |
| Total equity | 854 328 | 861 193 | 797 800 |
| Long-term liabilities | |||
| Interest-bearing loans, borrowings and bonds | 173 903 | 246 805 | 392 995 |
| Provisions Other financial liabilities |
104 852 32 053 |
106 846 2 854 |
99 513 3 559 |
| Deferred income tax liability | 71 244 | 68 316 | 40 483 |
| Accruals and deferred income | 15 797 | 16 560 | 18 181 |
| 397 849 | 441 381 | 554 731 | |
| Short-term liabilities Interest-bearing loans, borrowings and bonds |
270 806 | 223 698 | 49 377 |
| Provisions | 1 617 | 939 | 4 507 |
| Other financial liabilities | 12 691 | 8 486 | 18 084 |
| Trade and other payables | 486 181 | 516 678 | 403 176 |
| Income tax liability | 341 | 1 141 | 260 |
| Accruals and deferred income | 94 619 | 99 303 | 90 589 |
| 866 255 | 850 245 | 565 994 | |
| Liabilities directly related to the discontinued operations | 3 613 | 3 355 | 1 611 |
| TOTAL LIABILITIES | 1 267 717 | 1 294 981 | 1 122 336 |
| TOTAL EQUITY AND LIABILITIES | 2 122 045 | 2 156 174 | 1 920 137 |
information on the transformed data is provided in note 6.3.1
| 3-month period ended on 31 March 2019 (unaudited) |
3-month period ended on 31 March 2018 (transformed) |
Year ended on 31 December 2018 |
|
|---|---|---|---|
| Ca sh f lows f rom op era ting a ctivities | |||
| Gross profit (loss) from continuing operations | 51 836 | 40 264 | 93 888 |
| Gross profit/(loss) on discontinued operations | (1 295) | (911) | (4 733) |
| Gross profit (loss) | 50 541 | 39 353 | 89 154 |
| Adjustments for: | |||
| Depreciation/amortisation | 23 307 | 23 953 | 92 788 |
| FX gains / (loss) | 2 329 | 2 777 | 3 378 |
| Net interest and dividends | 6 134 | 6 431 | 22 525 |
| Profit / loss from investing activities | 305 | (384) | 74 |
| Increase / decrease in receivables and other non-financial assets | (33 011) | (64 759) | (40 368) |
| Change to inventories | 33 452 | (2 520) | (129 261) |
| Increase / decrease in liabilities except for loans and borrowings | (22 403) | (13 071) | 94 858 |
| Change in accruals and prepayments | (1 782) | 15 643 | 21 997 |
| Change in provisions | 120 | 608 | (1 089) |
| Income tax paid Certificates in cogeneration |
(4 788) 5 572 |
(2 493) (3 612) |
(5 179) 659 |
| Other | (15) | (127) | (927) |
| Net cash flows from operating activities | 59 761 | 1 801 | 148 609 |
| Ca sh f lows f rom investing a ctivities | |||
| Disposal of tangible fixed assets and intangible assets | 683 | 917 | 914 |
| Purchase of tangible fixed assets and intangible assets | (19 447) | (32 985) | (175 300) |
| Other capital outflows / inflows | - | (9 642) | 416 |
| Net cash flows from investing activities | (18 764) | (41 710) | (173 970) |
| Ca sh f lows f rom f ina ncing a ctivities | |||
| Change to overdraft facilities | (820) | 41 681 | 51 209 |
| Repayment of financial leasing liabilities | (2 425) | (23 023) | (23 707) |
| Inflows from other financial liabilities | - | 2 096 | 1 |
| Repayment of other financial liabilities | - | (0) | 416 |
| Inflows under contracted loans, borrowings and bonds | - | - | 40 325 |
| Repayment of loans, borrowings and bonds | (23 611) | (6 404) | (34 839) |
| Interest paid | (5 797) | (5 953) | (22 259) |
| Dividend disbursed to AP SA shareholders | - | - | (13 857) |
| Dividend disbursed to non-controlling shareholders | - | - | (11 510) |
| Net cash flows from financing activities | (32 654) | 8 397 | (14 221) |
| Change in cash and cash equivalents | 8 344 | (31 513) | (39 583) |
| Net FX differences | (1 237) | (4 827) | (2 179) |
| Cash and cash equivalents at the beginning of the period | 202 090 | 243 851 | 243 851 |
| Cash and cash equivalents at the end of the period | 209 197 | 207 512 | 202 090 |
information on the transformed data is provided in note 6.3.1
| Attributable to the shareholders of the Parent Entity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Reserve capital |
FX differences on translation of foreign operations Other reserves |
Retained earnings / (Accumulated losses) |
Cumulated other comprehensive income related to discontinued operations |
Total | Non-controlling stake | Total equity | ||
| As at 01 January 2019 | 69 288 | 407 976 | (12 338) | 151 110 | (27 745) | (11 649) | 576 643 | 284 550 | 861 193 |
| Net profit for the period Other comprehensive income for the period |
- - |
- - |
- (5 488) |
- (22 592) |
14 252 - |
- - |
14 252 (28 081) |
22 639 (15 676) |
36 891 (43 756) |
| Total comprehensive income for the period | - | - | (5 488) | (22 592) | 14 252 | - | (13 829) | 6 964 | (6 865) |
| Discontinued operations | - | - | 11 | - | - | (11) | - | - | - |
| As at 31 March 2019 (unaudited) | 69 288 | 407 976 | (17 815) | 128 518 | (13 493) | (11 660) | 562 814 | 291 514 | 854 328 |
| Attributable to the shareholders of the Parent Entity | |||||||||
| Reserve | FX differences on translation of foreign |
Retained earnings / (Accumulated |
Cumulated other comprehensive income related to discontinued |
||||||
| Share capital | capital | operations Other reserves | losses) | operations | Total | Non-controlling stake | Total equity | ||
| As at 01 January 2018 (before adjustment) | 69 288 | 447 638 | (9 207) | 125 997 | (62 364) | (11 611) | 559 740 | 231 555 | 791 294 |
| Adjustment at 01 January 2018 | - | - | - | - | (10 301) | - | (10 301) | - | (10 301) |
| As at 01 January 2018 (revised)* | 69 288 | 447 638 | (9 207) | 125 997 | (72 665) | (11 611) | 549 439 | 231 555 | 780 993 |
| Net profit for the period | - | - | - | - | 16 095 | - | 16 095 | 12 660 | 28 755 |
| Other comprehensive income for the period | - | - | (10 638) | 5 548 | - | - | (5 090) | (6 858) | (11 947) |
| Total comprehensive income for the period | - | - | (10 638) | 5 548 | 16 095 | - | 11 005 | 5 803 | 16 807 |
| Discontinued operations | - | - | 184 | - | - | (184) | - | - | - |
information on the transformed data is provided in note 6.3.1
Additional notes to the quarterly abbreviated consolidated financial statements
As at 31 March 2018 (revised)* 69 288 447 638 (19 661) 131 545 (56 571) (11 795) 560 443 237 357 797 800
provided on pages 48 to 72 form an integral part hereof
| Attributable to the shareholders of the Parent Entity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reserve | FX differences on translation of foreign operations Other reserves |
Retained earnings / (Accumulated |
Cumulated other comprehensive income related to discontinued |
Total equity | |||||
| Share capital | capital | losses) | operations | Total | Non-controlling stake | ||||
| As at 01 January 2018 | 69 288 | 447 638 | (9 207) | 125 997 | (72 665) | (11 611) | 549 439 | 231 555 | 780 993 |
| Foreign currency translation | - | - | - | - | 7 673 | - | 7 673 | 48 216 | 55 889 |
| Net profit for the period | - | - | (3 168) | 38 971 | (2 415) | - | 33 388 | 16 290 | 49 678 |
| Other comprehensive income for the period | - | - | (3 168) | 38 971 | 5 258 | - | 41 061 | 64 506 | 105 567 |
| Total comprehensive income for the period | - | (39 662) | - | - | 39 662 | - | - | - | - |
| Profit distribution | - | - | 37 | - | - | (37) | - | - | - |
| Discontinued operations | - | - | - | (13 857) | - | - | (13 857) | - | (13 857) |
| Dividend distribution to non-controlling entities | - | - | - | - | - | - | - | (11 510) | (11 510) |
| As at 31 December 2018 | 69 288 | 407 976 | (12 338) | 151 110 | (27 745) | (11 649) | 576 643 | 284 550 | 861 193 |
| 3-month period ended on 31 March 2019 (unaudited) |
3-month period ended on 31 March 2018 (unaudited) |
Year ended on 31 December 2018 |
|
|---|---|---|---|
| Continuing operations | |||
| Revenues from sales of services | 7 321 | 8 524 | 37 970 |
| Interest income on loans | 1 139 | 1 227 | 4 913 |
| Dividend income | 2 650 | - | 39 812 |
| Sales revenues | 11 111 | 9 751 | 82 695 |
| Interest expense to related entities and internal costs of sales of | |||
| logistics services | (1 336) | (1 357) | (5 329) |
| Profit / (loss) on sales | 9 775 | 8 394 | 77 366 |
| Other operating income | 82 | 58 | 3 960 |
| Selling and distribution costs | (574) | (750) | (2 997) |
| Administrative expenses | (6 646) | (7 144) | (32 981) |
| Impairment charges to assets | (193) | (228) | (8 652) |
| Other operating expenses | (126) | (26) | (398) |
| Operating profit (loss) | 2 318 | 304 | 36 298 |
| Financial income | 1 203 | 1 009 | 4 630 |
| Financial expenses | (5 315) | (5 857) | (20 643) |
| Gross profit (loss) | (1 794) | (4 545) | 20 285 |
| Income tax | (1) | - | (762) |
| Net profit (loss) from continuing operations | (1 795) | (4 545) | 19 523 |
| Discontinued operations | |||
| Profit (loss) for the period on discontinued operations | - | - | - |
| Net profit/ (loss) for the period | (1 795) | (4 545) | 19 523 |
| Earnings per share: | |||
| – basic earnings from the profit (loss) for the period | (0,03) | (0,07) | (0,57) |
| – basic earnings from the profit (loss) from continuing operations for the period | (0,03) | (0,07) | (0,57) |
| – diluted earnings from the profit (loss) for the period | (0,03) | (0,07) | (0,57) |
| – diluted earnings from the profit (loss) from the continuing operations for the period | (0,03) | (0,07) | (0,57) |
| 3-month period ended on 31 March 2019 (unaudited) |
3-month period ended on 31 March 2018 (unaudited) |
Year ended on 31 December 2018 |
|
|---|---|---|---|
| Net profit/(loss) for the reporting period | (1 795) | (4 545) | 19 523 |
| Items to be reclassified to profit/loss in future reporting periods: | |||
| Measurement of financial instruments | 774 | 233 | (44) |
| FX differences on translation of foreign operations | 179 | 334 | 294 |
| Other comprehensive income (net) | 954 | 567 | 250 |
| Total comprehensive income | (841) | (3 978) | 19 773 |
| As at 31 March 2019 (unaudited) |
As at 31 December 2018 | As at 31 March 2018 (transformed) |
|
|---|---|---|---|
| ASSETS | |||
| Fixed assets | |||
| Tangible fixed assets | 1 177 | 1 480 | 1 816 |
| Intangible assets | 1 877 | 1 857 | 1 650 |
| Shares in subsidiaries | 673 937 | 673 937 | 678 313 |
| Other financial assets | 61 256 | 72 742 | 77 696 |
| Other non-financial assets | 1 467 | 1 492 | 1 205 |
| 739 715 | 751 508 | 760 681 | |
| Current assets | |||
| Trade and other receivables | 69 612 | 90 469 | 85 916 |
| Income tax receivables | 212 | 349 | 233 |
| Other financial assets | 107 504 | 123 848 | 94 174 |
| Other non-financial assets | 6 140 | 6 833 | 5 892 |
| Cash and cash equivalents | 5 254 | 19 605 | 28 711 |
| 188 721 | 241 104 | 214 925 | |
| TO TAL ASSETS | 928 436 | 992 611 | 975 606 |
| EQ UITY AND L IAB IL ITIES | |||
| Equity | |||
| Share capital | 69 288 | 69 288 | 69 288 |
| Reserve capital | 407 979 | 407 979 | 447 641 |
| Other reserves | 103 172 | 102 399 | 116 533 |
| FX differences on translation | 1 640 | 1 461 | 1 501 |
| Retained earnings / Accumulated losses | (47 797) | (46 002) | (107 909) |
| Total equity | 534 282 | 535 124 | 527 054 |
| Long-term liabilities | |||
| Interest-bearing loans, borrowings and bonds | 21 507 | 80 782 | 242 031 |
| Provisions | 1 823 | 1 854 | 1 497 |
| Other financial liabilities | 132 | 171 | 286 |
| 23 461 | 82 807 | 243 814 | |
| Short-term liabilities | |||
| Interest-bearing loans, borrowings and bonds | 308 050 | 272 269 | 124 345 |
| Trade payables | 49 096 | 86 924 | 65 735 |
| Other financial liabilities | 3 001 | 3 802 | 4 632 |
| Other short-term liabilities | 1 766 | 2 394 | 1 658 |
| Income tax liability | - | - | 123 |
| Accruals and deferred income | 8 781 | 9 290 | 8 245 |
| 370 694 | 374 679 | 204 739 | |
| TOTAL LIABILITIES | 394 155 | 457 486 | 448 553 |
| TO TAL EQ UITY AND L IAB IL ITIES | 928 436 | 992 611 | 975 606 |
| 3-month period ended on 31 March 2019 (unaudited) |
3-month period ended on 31 March 2018 (unaudited) |
Year ended on 31 December 2018 |
|
|---|---|---|---|
| Ca sh f lows f rom op era ting a ctivities | |||
| Gross profit (loss) | (1 794) | (4 545) | 20 285 |
| Adjustments for: | - | ||
| Depreciation/amortisation | 100 | 212 | 475 |
| FX gains / (loss) | (17) | 710 | 1 721 |
| Impairment of assets | - | - | 4 377 |
| Net interest and dividends | 2 298 | 4 167 | 8 156 |
| Profit / loss from investing activities | - | - | - |
| Increase / decrease in receivables and other non-financial assets | 23 157 | (10 129) | (11 337) |
| Increase / decrease in liabilities except for loans and borrowings and other | |||
| financial liabilities | (38 455) | 6 525 | 28 450 |
| Change in accruals and prepayments | (509) | 160 | 1 206 |
| Change in provisions | (31) | (53) | 303 |
| Income tax paid | 136 | (69) | (1 070) |
| Change to liabilities due to cash-pooling | 13 169 | 20 613 | (82 174) |
| Increase / decrease of loans granted to subsidiaries | 27 830 | (29 671) | (53 190) |
| Other | 228 | 871 | (1 900) |
| Net ca sh f lows f rom op era ting a ctivities | 26 110 | (11 208) | (84 699) |
| Ca sh f lows f rom investing a ctivities | |||
| Disposal of tangible fixed assets and intangible assets | 204 | 16 | - |
| Purchase of tangible fixed assets and intangible assets | (22) | (39) | (258) |
| Increase of interests in subsidiaries | - | - | - |
| Net ca sh f lows f rom investing a ctivities | 182 | (23) | (258) |
| Ca sh f lows f rom f ina ncing a ctivities | |||
| Repayment of leasing liabilities | (118) | (71) | (283) |
| Borrowings received | (15 591) | 3 850 | (35 683) |
| Repayment of loan liabilities | (21 592) | (6 476) | - |
| Change of balance of overdraft facilities | - | 6 644 | 125 011 |
| Interest paid | (3 343) | (949) | (7 569) |
| Dividend disbursed | - | - | (13 857) |
| Net ca sh f lows f rom f ina ncing a ctivities | (40 644) | 2 998 | 67 619 |
| Change in cash and cash equivalents | (14 352) | (8 233) | (17 337) |
| Cash and cash equivalents at the beginning of the period | 19 605 | 36 942 | 36 942 |
| Ca sh a nd ca sh eq uiva lents a t the end of the p eriod | 5 253 | 28 710 | 19 605 |
| Reserve | FX differences on translation of foreign |
Retained earnings / | ||||
|---|---|---|---|---|---|---|
| Share capital | capital | operations | Other reserves | (Accumulated losses) | Total equity | |
| As at 01 January 2019 | 69 288 | 407 979 | 1 461 | 102 398 | (46 002) | 535 123 |
| FX differences on translation | - | - | 179 | - | - | 179 |
| Net profit / (loss) for the period | - | - | - | - | (1 795) | (1 795) |
| Other comprehensive income for the period | - | - | - | 774 | - | 774 |
| Total comprehensive income for the period | - | - | 179 | 774 | (1 795) | (842) |
| As at 31 March 2019 (unaudited) | 69 288 | 407 979 | 1 640 | 103 172 | (47 797) | 534 281 |
| Share capital | Reserve capital |
FX differences on translation of foreign operations |
Other reserves | Retained earnings / (Accumulated losses) |
Total equity | |
|---|---|---|---|---|---|---|
| As at 01 January 2018 | 69 288 | 447 641 | 350 | 148 200 | (95 452) | 570 026 |
| FX differences on translation | - | - | 334 | - | - | 334 |
| Net profit for the period | - | - | - | - | 2 377 | 2 377 |
| Other comprehensive income | - | - | - | 233 | - | 233 |
| Total comprehensive income for the period | - | - | 334 | 233 | 2 377 | 567 |
| As at 31 March 2018 (unaudited) | 69 288 | 447 641 | 684 | 148 433 | (93 076) | 572 970 |
Additional notes to the quarterly abbreviated consolidated financial statements
provided on pages 48 to 72 form an integral part hereof
| FX differences on | |||||||
|---|---|---|---|---|---|---|---|
| Reserve translation of foreign |
Retained earnings / | ||||||
| Share capital | capital | operations | Other reserves | (Accumulated losses) | Total equity | ||
| As at 01 January 2018 | 69 288 | 447 641 | 1 167 | 116 300 | (103 364) | 531 032 | |
| Net profit for the period | - | - | - | - | 19 523 | 19 523 | |
| Other comprehensive income for the period | - | - | 294 | (44) | - | 250 | |
| Total comprehensive income for the period | - | - | 294 | (44) | 19 523 | 19 773 | |
| Settlement of the tax group in Sweden | - | - | - | - | (1 824) | (1 824) | |
| Dividend distribution | - | - | - | (13 858) | - | (13 858) | |
| Profit distribution | - | (39 662) | - | - | 39 662 | - | |
| As at 31 December 2018 (audited) | 69 288 | 407 979 | 1 461 | 102 398 | (46 002) | 535 123 |
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. 1,530 people in its paper mills and pulp mills, companies dealing in paper distribution the procurement office. The Group's Paper Mills located in Poland and Sweden have total production capacity of over 650,000 tons of paper per year. The Pulp Mills are located in Sweden and have total production capacity of 400,000 tons of pulp per year. The Group has fourteen 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 3 months of 2019 amounted to PLN 821 million.
Arctic Paper S.A. is a holding company set up in April 2008. As a result of capital restructuring carried out in 2008, the Paper Mills Arctic Paper Kostrzyn (Poland) and Arctic Paper Munkedals (Sweden), Distribution Companies and Sales Offices have become the properties of Arctic Paper S.A. Previously they were owned by Arctic Paper AB (now Trebruk AB), the parent company of Arctic Paper S.A. 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 companies (Sweden).
The Parent Entity is entered in the register of entrepreneurs of the National Court Register maintained by the District Court in Poznań – Nowe Miasto i Wilda, 8th Commercial Division of the National Court Register, under KRS number 0000306944. The Parent Entity holds statistical number REGON 080262255. The Company has a foreign branch in Göteborg, Sweden.
The abbreviated quarterly consolidated financial statements of the Company comprise profit and loss account, statement of comprehensive income, cash flow statement and statement of changes in equity for the period of the first three months ended on 31 March 2019 and include comparative data for the period of first three months ended on 31 March 2018 as well as for the twelve month period ended on 31 December 2018.
The abbreviated quarterly consolidated financial statements of the Company comprise also a statement of financial position as at 31 March 2019 and include comparative data as on 31 December 2018 and 31 March 2018.
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:
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the majority shareholder of Arctic Paper S.A., holding (as at 31 March 2019) 40.381.449 shares of our Company, which constitutes
58.28% of its share capital and corresponds to 58.28% of the total number of votes at General Meetings. Thus Nemus Holding AB is the parent entity of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 6,223,658 shares representing 8.98% of the total number of shares in the Company, and via another entity – 600,000 shares accounting for 0.87% of the total number of shares of the Issuer. Mr Thomas Onstad's total direct and indirect holding in the capital of Arctic Paper S.A. as at 31 March 2019 was 68.13% and has not changed until the date hereof.
The parent company of the Arctic Paper Group is Incarta Development S.A.
The Group is composed of Arctic Paper S.A. and the following subsidiaries:
| Unit | Registered office | Group profile | Group's interest in the equity of the subsidiary entities as at |
|||
|---|---|---|---|---|---|---|
| 28 May 2019 |
31 March 2019 |
31 December 2018 |
||||
| Arctic Paper Kostrzyn S.A. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Paper production | 100% | 100% | 100% | |
| Arctic Paper Munkedals AB | Sweden, SE 455 81 Munkedal | Paper production | 100% | 100% | 100% | |
| Arctic Paper Mochenwangen GmbH | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Paper production | 99,74% | 99,74% | 99,74% | |
| Arctic Paper Grycksbo AB | Sweden, Box 1, SE 790 20 Grycksbo | Paper production | 100% | 100% | 100% | |
| Arctic Paper UK Limited | Great Britain, 8 St Thomas Street SE1 9RR London |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Baltic States SIA | Latvia, K. Vardemara iela 33-20, Riga LV-1010 |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Deutschland GmbH | Germany, Am Sandtorkai 72, 20457 Hamburg |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Benelux S.A. | Belgium,Ophemstraat 24 B-3050 Oud-Haverlee |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Schweiz AG | Switzerland, Gutenbergstrasse 1, CH-4552 Derendingen |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Italia srl | Italy, Via Cavriana 7, 20 134 Milano | Trading company | 100% | 100% | 100% | |
| Arctic Paper Danmark A/S | Denmark, Korskildelund 6 DK-2670 Greve |
Trading company | 100% | 100% | 100% | |
| Arctic Paper France SAS | France, 43 rue de la Breche aux Loups, 75012 Paris |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Espana SL | Spain, Avenida Diagonal 472-474, 9-1 Barcelona |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Papierhandels GmbH | Austria, Hainborgerstrasse 34A, A-1030 Wien |
Trading company | 100% | 100% | 100% | |
| Arctic Paper Polska Sp. z o.o. | Poland, Okrężna 9, 02-916 Warsaw | Trading company | 100% | 100% | 100% |
| Unit | Registered office | Group profile | Group's interest in the equity of the subsidiary entities as at |
||
|---|---|---|---|---|---|
| 28 May 2019 |
31 March 2019 |
31 December 2018 |
|||
| Arctic Paper Norge AS | Norway, Eikenga 11-15, NO-0579 Oslo |
Trading company | 100% | 100% | 100% |
| Arctic Paper Sverige AB | Sweden, SE 455 81 Munkedal | Trading company | 100% | 100% | 100% |
| Arctic Paper East Sp. z o.o. | Poland, Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Trading company | 100% | 100% | 100% |
| Arctic Paper Investment GmbH * | Germany, Fabrikstrasse 62, DE-882, 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% |
| Arctic Paper Finance AB | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% |
| Arctic Paper Verwaltungs GmbH * | Germany, Fabrikstrasse 62, DE-882 84 Wolpertswende |
Activities of holding companies |
100% | 100% | 100% |
| Arctic Paper Immobilienverwaltung GmbH&Co. KG* |
Germany, Fabrikstrasse 62, DE-882 84 Wolpertswende |
Activities of holding companies |
94,90% | 94,90% | 94,90% |
| Arctic Paper Investment AB ** | Sweden, Box 383, 401 26 Göteborg | Activities of holding companies |
100% | 100% | 100% |
| EC Kostrzyn Sp. z o.o. | Poland, ul. Fabryczna 1, 66-470 Kostrzyn nad Odrą |
Rental of properties and machines and equipment |
100% | 100% | 100% |
| Arctic Paper Munkedals Kraft AB | Sweden, 455 81 Munkedal | Production of hydropower | 100% | 100% | 100% |
| Rottneros AB | Sweden, Sunne | Activities of holding companies |
51,27% | 51,27% | 51,27% |
| Rottneros Bruk AB | Sweden, Sunne | Pulp production | 51,27% | 51,27% | 51,27% |
| Utansjo Bruk AB | Sweden, Harnösand | Non-active company | 51,27% | 51,27% | 51,27% |
| Vallviks Bruk AB | Sweden, Söderhamn | Pulp production | 51,27% | 51,27% | 51,27% |
| Rottneros Packaging AB | Sweden, Stockholm | Production of food packaging |
51,27% | 51,27% | 51,27% |
| SIA Rottneros Baltic | Latvia, Ventspils | Procurement bureau | 51,27% | 51,27% | 51,27% |
* - companies established for the purpose of the acquisition of Arctic Paper Mochenwangen GmbH
** - the company established for the purpose of the acquisition of Arctic Paper Grycksbo AB
As at 31 March 2019 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.
As at 31 March 2019, the Parent Company's Management Board was composed of:
Until the date hereof, there were no changes to the composition of the Management Board of the P arent Company.
As at 31 March 2019, the Parent Company's Supervisory Board was composed of:
Until the publication date hereof, there were no changes to the composition of the Supervisory Board of the Parent Company.
As at 31 March 2019, the Parent Company's Audit Committee was composed of:
On the 28th of May 2019, the Ordinary Shareholders Meeting of the Company has concluded a resolution regarding the dismissal of Mr. Maciej Georg from the position of Member of the Supervisory Board. In addition, the Ordinary Shareholders Meeting has adopted a resolution regarding the appointment of Ms. Dorota Raben as a Member of the Supervisory Board.
Until the date hereof, there were no other changes in the composition of the Audit Committee of the Pa rent Company.
These abbreviated quarterly consolidated financial statements were approved for publication by the Management Board on 28 May 2019.
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 s tatements have been presented in Polish zloty ("PLN") and all values are rounded to the nearest thousand (PLN '000) except as stated otherwise.
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.
In connection with the term and revolving loan agreements, agreements related to bond issues, signed on 9 September 2016, the Group agreed to maintain specified financial ratios that are calculated at the end of each quarter. The calculation of ratios is based on paper segment results.
As at 31 March 2019, the Group failed to maintain the Net Debt to EBITDA ratio (being the ratio of interest bearing liabilities decreased by cash on hand to EBITA) and Cashlow Cover ratio as required in the loan agreement with the consortium of financing banks (Santander Bank S.A., Bank BGŻ BNP Paribas S.A. and the European Bank for Reconstruction and Development) – the Cashflow Cover being a ratio of cash flows from operating activities to the repayment amount of financial liabilities made in the 12 months from the end of each quarter (net of any discontinued operations and operations by the Rottneros Group in both ratios). The defined level of Net Debt to EBITDA has also not been complied with according to bonds' terms and conditions. Failure to comply with the ratios was due to higher pulp prices and maintaining lower demand for paper..
After the balance sheet date, Arctic Paper S.A. received a written assurance from Santander Bank S.A. acting as the consortium agent of the financing banks that failure by the Group to comply with the required level ratios as at 31 March 2018 does not constitute an event of default under the loan agreement of 9 September 2016. In accordance with IAS 1, as such assurance was not available on 31 March 2018, the Group disclosed its entire debt to the bank consortium as at that day as short-term liabilities: interest-bearing loans, borrowings and bonds.
Similarily, the whole debt resulting from bonds was disclosed as short-term. At the same time, the Management Board have taken the preventive and remedial actions in order to prevent any potential negative effects that may occur due to the breach of the terms of issue of the Bonds. Therefore, depending on the effect of those actions, the breach of the financial covenants alone might not lead to the holders of the Bonds becoming entitled to exercise the right to redeem the Bonds early or have other potential negative effects for the Company.
In particular, as part of the actions referred to above, the Company initiated talks with the entity acting as, inter alia, t he issuing agent of the Bonds, i.e. Haitong Bank S.A. Spółka Akcyjna Oddział w Polsce, inter a lia in order to obtain a waiver from the holders of the Bonds of their right to redeem the Bonds early on the terms described in the terms of issue of the Bonds .
With regard to the above, the Management Board is of the opinion that, despite the existing ri sk, the adoption of the assumption that the Group will continue as going concerns is reasonable.
The abbreviated consolidated financial statements do not include all the information and disclosures required in the 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 2018.
The accounting principles (policies) applied to prepare the abbreviated interim consolidated financial statements are compliant with those applied to the annual consolidated financial statements of the Group for the year ended on 31 December 2018, with the following exceptions:
— IFRS 16 Leasing – effective for financial years beginning on or after 1 January 2019,
The Group has not decided to adopted earlier any other standard, interpretation or amendment that was issued but is not yet effective.
In January 2016, the International Accounting Standards Board issued International Financial Reporting Standard 16 Leases ("IFRS 16"), which replaced IAS 17 Leases, IFRIC 4 Determining whether an Arrangement Contains a Lease, SIC 15 Operating Leases – Incentives and SIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the accounting principles for leases in terms of measurement, presentation and disclosure.
IFRS 16 introduces a uniform model of the lessee accounting and requires the lessee to recognize assets and liabilities resulting from each lease with a period exceeding 12 months, unless the underlying asset is of low value. On the lease commencement date, the lessee recognizes an asset with respect to the right to use the underlying asset and a lease liability that reflects the lessee's obligation to make lease payments.
The lessee separately recognizes depreciation of an asset with respect to the right of use and interest on the lease liabilit y.
The lessee updates the measurement of the lease liability after the occurrence of certain events (e.g. changes in the lease period, changes in future lease payments resulting from a change in the index or the rate used to determine such payments). As a rule, the lessee recognizes the revaluation of the lease liability as an adjustment to the value of the asset with respect to the right of use.
The Group is a lessee primarily in case of perpetual usufruct right of land, rental contracts for office space, lease of mot or vehicles and machines and equipment.
The lessor accounting under IFRS 16 remains substantially unchanged from to the current accounting under IAS 17. The lessor includes all lease agreements using the same classification principles as in the case of IAS 17, distinguishing between operating leases and financial leasing.
IFRS 16 requires broader disclosures from both the lessee and the lessor than in the case of IAS 17.
The lessee has the right to choose a full or modified retrospective approach, and the transitional provisions provide for some practical solutions.
IFRS 16 is effective for annual periods beginning on and after 1 January 2019. Earlier application is permitted for entities which apply IFRS 15 from or before the date of the first application of IFRS 16. The Group did not decide on early adoption of IFRS 16.
As at 1 January 2019, prospectively the Group implemented a uniform model of lessee accounting covering lease contracts in compliance with IFRS 16 with terms in excess of 12 months unless the underlying asset has value under EUR 5 thousand. The contracts covered with IFRS 16 are mainly operational lease contracts within the meaning of IAS 17 (motor vehicles and fork-lift trucks, office equipment, perpetual usufruct right of land in Poland) a nd lease contracts for specified periods of time over 12 months from 31 December 2018 (lease of warehouse and office space, rental of machinery).
As at 1 January 2019, the value of use rights, disclosed in tangible fixed assets and lease liabilities gre w by PLN 37,863 thousand. Due to the simplifications applied in the implementation of IFRS 16, the Group did not adjust any comparable data as at 31 December 2018.
Transactions denominated in currencies other than the functional currency of the entity are translated into the presentation currency at the foreign exchange rate prevailing on the transaction date.
On the balance sheet date, monetary assets and liabilities expressed in currencies other than the functional currency of the entity are translated into the functional currency using the mean foreign exchange rate prevailing for the presentation currency as at the end of the reporting period. Foreign exchange differences from translation are recognised under financial income or financial expenses or are capitalised as cost of assets, as defined in the accounting policies. Non -monetary foreign currency assets and liabilities recognised at historical cost are trans lated 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 fai r 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 profit and loss account.
Exchange differences on loans treated in compliance with IAS 21 as investments in subsidiaries are recognised in the consolidated financial statements in other comprehensive income.
The following exchange rates were used for book valuation purposes:
| As at | As at | |
|---|---|---|
| 31 March 2019 | 31 December 2018 | |
| USD | 3,8365 | 3,7597 |
| EUR | 4,3013 | 4,3000 |
| SEK | 0,4130 | 0,4201 |
| DKK | 0,5761 | 0,5759 |
| NOK | 0,4433 | 0,4325 |
| GBP | 4,9960 | 4,7895 |
| CHF | 3,8513 | 3,8166 |
Mean foreign exchange rates for the reporting periods are as follows:
| 01/01 - 31/03/2019 | 01/01 - 31/03/2018 | |
|---|---|---|
| USD | 3,7883 | 3,4009 |
| EUR | 4,3033 | 4,1806 |
| SEK | 0,4131 | 0,4192 |
| DKK | 0,5765 | 0,5614 |
| NOK | 0,4416 | 0,4338 |
| GBP | 4,9322 | 4,7327 |
| CHF | 3,8003 | 3,5875 |
As a result an analysis of IAS 17 Leases, as at 31 December 2018 the Group decided to make an adjustment to eliminate perpetual usufruct right to land and to treat it as operational lease, applying the adjustment retrospectively.
As a consequence, modifications were made to the value of tangible fixed assets, equity and deferred income tax for the comparable data in this quarterly report for the three months ended on 31 March 2018.
As at 31 March 2018 tangible fixed assets were reduced by PLN 12,395 thousand, deferred income tax provision was reduced by PLN 2,355 thousand and the equity was reduced by PLN 10,040 thousand, of which the costs of sales (depreciation costs) for 3 months of 2018 were reduced by PLN 37 thousand, other operational income grew by PLN 285 thousand, deferred income tax recognised in profit and loss account for 3 months of 2018 grew by PLN 61 thousand and retained profit/accumulated loss as at 31 March 2018 net of profit for 2018 were reduced by PLN 10,301 thousand .
Basic and diluted profit per share attributable to the shareholders of the parent entity for the three-month period ended on 31 March 2018 was not changed and amounted to PLN 0.23.
Effective on 1 January 2018, the Rottneros Group and the Arctic Paper Group recognised result of completed forward contracts for the sale of pulp as revenues from auxiliary products. For that reason, ad adjustment was made to comparable data for the three months of 2018 by reducing sales revenues by PLN 1,677 thousand, increasing other operating income by PLN 5,869 thousand (result on completed forward contracts for the sale of pulp) and increasing costs of sales by PLN 4,192 thousand (revenues on the sale of auxiliary products).
Additionally, an adjustment in the presentation was made to the comparabl e data for the three months ended on 31 March 2018 by decreasing the costs of sales by PLN 33,473 thousand and by increasing expenses by PLN 28.049 thousand and increasing the overheads by PLN 5,424 thousand.
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 or a cycle.
Operational segments cover continued activities. The core activity of the Group comprises production of paper presented as "Uncoated" and "Coated" segments and covering the financial results of three Paper Mills:
In connection with the acquisition of the Rottneros Group in December 2012, including two Pulp Mills, the Arctic Paper Group has distinguished its operational segment "Pulp".
The Group identifies the following business segments:
The split of operating segments into the uncoated and coated paper segments is due to the following factors:
Every month, on the basis of internal reports received from companies (apart from companies of the Rottneros Group), the results in each operating segment are analysed by the management of the Group. The financial results of companies in t he Rottneros Groups are analysed on the basis of quarterly financial results published on the websites of Rottneros AB.
The operating results are measured primarily on the basis of EBITDA calculated by adding depreciation/amortisation and impairment charges to tangible fixed assets and intangible assets to profit (loss) on operations, in each case in compliance with IFRS. In accordance with IFRS, EBITDA is not a metric of operating profit (loss), operational results or liquidity. EBIT DA 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 3 months ended on 31 March 2019 and as at 31 March 2019.
| Uncoated | Coated | Pulp | Other | Total | Exclusions | Total continuing operations |
|
|---|---|---|---|---|---|---|---|
| Revenues | |||||||
| Sales to external customers | 406 676 | 166 668 | 247 228 | - | 820 572 | - | 820 572 |
| Sales between segments | - | 8 918 | 13 012 | 7 321 | 29 252 | (29 252) | - |
| Total segment revenues | 406 676 | 175 586 | 260 240 | 7 321 | 849 823 | (29 252) | 820 572 |
| Result of the seg m ent | |||||||
| EBITDA | 18 162 | (1 483) | 66 093 | (699) | 82 073 | 303 | 82 377 |
| Interest income | 152 | 79 | 0 | 1 903 | 2 134 | (1 652) | 482 |
| Interest expense | (1 169) | (946) | (2 065) | (3 609) | (7 790) | 1 112 | (6 677) |
| Depreciation/amortisation | (14 730) | 45 | (8 385) | (235) | (23 307) | - | (23 307) |
| FX gains and other financial income |
769 | 108 | 2 892 | 3 571 | 7 339 | (6 689) | 650 |
| FX losses and other financial | |||||||
| expenses | (2 197) | (1 136) | - | (2 057) | (5 390) | 3 701 | (1 689) |
| Gross profit | 987 | (3 333) | 58 533 | (1 127) | 55 060 | (3 225) | 51 836 |
| Assets of the segment | 956 675 | 261 953 | 980 912 | 422 937 | 2 622 476 | (530 778) | 2 091 698 |
| Liabilities of the segment | 488 841 | 418 152 | 334 530 | 395 592 | 1 637 115 | (444 255) | 1 192 859 |
| Capital expenditures | (9 687) | (363) | (9 372) | (25) | (19 447) | - | (19 447) |
| Interests in joint ventures | 1 162 | - | - | - | 1 162 | - | 1 162 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 1,132 thousand of which PLN 482 thousand is interest income) and financial expenses (PLN 8,366 thousand of which PLN 6 ,677 thousand is interest expense), depreciation/amortisation (PLN 23,307 thousand), and income tax liability (PLN 13,628 thousand) . However, segment result includes inter-segment loss (PLN 303 thousand).
— Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 27,774 thousand, provision: PLN - 71,244 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 by segment of the Group for 3-month period ended on 31 March 2018 (transformed data) and as at 31 December 2018.
3-month period ended on 31 March 2018 (transformed data) and as at 31 December 2018
| Total continuing | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Exclusions | operations | |
| Revenues | |||||||
| Sales to external customers | 407 071 | 166 550 | 214 433 | - | 788 054 | - | 788 054 |
| Sales between segments | - | 6 009 | 10 683 | 8 524 | 25 216 | (25 216) | - |
| Total segment revenues | 407 071 | 172 559 | 225 115 | 8 524 | 813 269 | (25 216) | 788 054 |
| Result of the seg m ent | |||||||
| EBITDA | 38 517 | (6 087) | 39 825 | (103) | 72 153 | (680) | 71 472 |
| Interest income | 150 | 5 | 0 | 1 849 | 2 004 | (1 724) | 280 |
| Interest expense | (882) | (826) | (2 096) | (4 167) | (7 972) | 1 271 | (6 701) |
| Depreciation/amortisation | (14 055) | (2 523) | (7 252) | (123) | (23 953) | - | (23 953) |
| Impairment of fixed assets | - | - | - | - | - | - | - |
| FX gains and other financial | 1 984 | 97 | 2 515 | 854 | 5 450 | (5 166) | 284 |
| FX losses and other financial | (1 206) | (2 739) | - | (2 160) | (6 105) | 4 986 | (1 118) |
| Gross profit (loss) | 24 508 | (12 072) | 32 992 | (3 850) | 41 578 | (1 313) | 40 264 |
| Assets of the segment | 972 636 | 260 699 | 963 033 | 485 004 | 2 681 372 | (555 233) | 2 126 139 |
| Liabilities of the segment | 494 701 | 404 565 | 336 500 | 457 485 | 1 693 251 | (469 942) | 1 223 309 |
| Capital expenditures | (16 132) | (3 848) | (12 965) | (39) | (32 985) | - | (32 985) |
| Interests in joint ventures | 1 182 | - | - | - | 1 182 | - | 1 182 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 564 thousand of which PLN 280 thousand is interest income) and financial expenses (PLN 7,819 thousand of which PLN 6,701 thousand is interest expense), depreciation/amortisation (PLN 23,953 thousand), and income tax liability (PLN 10,605 thousand) . However, segment results include inter-segment sales profit – PLN 680 thousand.
— Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 27,137 thousand, provision: PLN - 68,316 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 12 months ended on 31 December 2018 and as at 31 December 2018.
Twelve month period ended on 31 December 2018 and on 31 December 2018
| Total continuing | |||||||
|---|---|---|---|---|---|---|---|
| Uncoated | Coated | Pulp | Other | Total | Exclusions | opetations | |
| Revenues | |||||||
| Sales to external customers | 1 608 610 | 654 674 | 894 926 | - | 3 158 210 | - | 3 158 210 |
| Sales between segments | - | 24 959 | 44 258 | 37 970 | 107 188 | (107 188) | - |
| Total segment revenues | 1 608 610 | 679 633 | 939 184 | 37 970 | 3 265 398 | (107 188) | 3 158 210 |
| Result of the seg m ent | |||||||
| EBITDA | 95 920 | (28 435) | 157 500 | (1 230) | 223 755 | (269) | 223 486 |
| Interest income | 511 | 82 | 0 | 7 532 | 8 126 | (6 946) | 1 179 |
| Interest expense | (3 398) | (3 670) | (8 311) | (13 053) | (28 432) | 4 670 | (23 762) |
| Depreciation/amortisation | (51 484) | (9 164) | (31 666) | (474) | (92 788) | - | (92 788) |
| Impairment of fixed assets | - | - | - | - | - | - | - |
| FX gains and other financial | |||||||
| income | 2 020 | 395 | 6 649 | 43 757 | 52 821 | (52 177) | 644 |
| FX losses and other financial | |||||||
| expenses | (11 108) | (7 381) | - | (9 112) | (27 601) | 12 729 | (14 872) |
| Profit before tax | 32 462 | (48 173) | 124 172 | 27 420 | 135 880 | (41 993) | 93 888 |
| Assets of the segment | 972 636 | 260 699 | 963 033 | 485 004 | 2 681 372 | (555 233) | 2 126 139 |
| Liabilities of the segment | 494 701 | 404 565 | 336 500 | 457 485 | 1 693 251 | (469 942) | 1 223 309 |
| Capital expenditures | (62 464) | (6 354) | (106 224) | (258) | (175 300) | - | (175 300) |
| Interests in joint ventures | 1 182 | - | - | - | 1 182 | - | 1 182 |
— Revenues from inter-segment transactions are eliminated on consolidation.
— The results of the segments do not cover financial income (PLN 1,823 thousand of which PLN 1,179 thousand is interest income) and financial expenses (PLN 38,634 thousand of which PLN 23,762 thousand is interest expense), depreciation/amortisation (PLN 92,788 thousand), impairment of non -financial assets PLN 0 thousand) and income tax liability (PLN -33,390 thousand) . However, segment results include inter-segment sales profit – PLN 269 thousand.
— Assets and liabilities of segments do not contain any deferred income tax (asset: PLN 27,137 thousand, provision: PLN 68,316 thousand, since those items are managed at the Group level. Segment assets do not also i nclude investments in companies operating in the Group.
The Management Board of Arctic Paper S.A. continues its search for buyer for the factory of Arctic Paper Mochenwangen. Due to the material significance of the part of the business pursued by AP Mochenwangen and the companies set up to acquire the Paper Mill and due to their operational and geographic separation, the Management Board treated the operations of the Mochenwangen Group as discontinued operations as at the day the search for a buyer commenced. In view of a continued search for an investor for the factory of Arctic Paper Mochenwangen or its individual assets, the Management Board decided to treat the operations of the Mochenwangen Group as discontinued activities also as at 31 March 2019; additionally, as from and as at 31 December 2017, the Management Board decided that the provision for retirement benefits would not be sold as part of the discontinued activities and as a re sult it was excluded from liabilities related directly to the discontinued activities.
In 2019 the Management Board decided that the land will not be sold as a part of discontinued operations. The value of the land as at 31 March 2019 amounted to PLN 0 (as at 31 December 2018 and 31 March 2018: PLN 0).
The Mochenwangen Group includes: Arctic Paper Mochenwangen GmbH, Arctic Paper Investment GmbH, Arctic Paper Verwaltungs GmbH and Arctic Paper Immobilienverwaltung GmbH Co&KG.
The tables below present the corresponding financial data on the discontinued operations:
| 3-month period | 3-month period | |
|---|---|---|
| Revenues and expenses of discontinued operations | ended on 31 March 2019 |
ended on 31 March 2018 |
| (unaudited) | (unaudited) | |
| Revenues from sales of goods | - | - |
| Costs of sales | - | - |
| Profit / (loss) on sales | - | - |
| Selling and distribution costs | - | - |
| Administrative expenses | (1 528) | (1 133) |
| Other operating income | 241 | 222 |
| Other operating expenses | (9) | - |
| Operating profit (loss) | (1 295) | (911) |
| Financial income | - | - |
| Financial expenses | - | - |
| Gross profit (loss) | (1 295) | (911) |
| Income tax | (22) | 7 |
| Profit (loss) from discontinued operations | (1 317) | (904) |
| Cumulated other comprehensive income related to discontinued operations | ||
| FX differences on translation of foreign operations | (11) | (184) |
| Actuarial profit/loss | - | - |
| (11) | (184) | |
| Earnings per share: | ||
| – basic profit/(loss) from discontinued operations attributable to the shareholders of the | ||
| Parent Entity | (0,02) | (0,01) |
| – diluted profit from discontinued operations attributable to the shareholders of the Parent | ||
| Entity | (0,02) | (0,01) |
| As at | As at | |
|---|---|---|
| Net assets related to discontinued operations | 31 March 2019 (unaudited) |
31 December 2018 (audited) |
| Assets related to discontinued operations | ||
| Trade and other receivables | 714 | 619 |
| Corporate income tax receivables | 125 | 125 |
| Cash and cash equivalents | 572 | 972 |
| 1 411 | 1 716 | |
| Liabilities directly related to the discontinued operations | ||
| Provisions | 865 | 864 |
| Trade and other payables | 2 542 | 2 284 |
| Income tax liability | 30 | 30 |
| Accruals and deferred income | 176 | 176 |
| 3 613 | 3 355 | |
| Net assets related to discontinued operations | (2 202) | (1 639) |
| 3-month period | 3-month period | |
| ended on | ended on | |
| Cash flows related to discontinued operations | 31 March 2019 | 31 March 2018 |
| Net cash flows from operating activities | (960) | (230) |
| Net cash flows from investing activities | - | - |
| Net cash flows from financing activities | 559 | - |
| Increase / (decrease) in cash and cash equivalents | (401) | (230) |
| Net FX differences | 1 | 21 |
| Cash and cash equivalents at the beginning of the period | 972 | 2 448 |
| Cash and cash equivalents at the end of the period | 572 | 2 239 |
Dividend is paid based on the net profit disclosed in the standalone annual financial statements of Arctic Paper SA after covering losses carried forward from the previous years.
In accordance with provisions of the Code of Commercial Companies, the parent entity is obliged to establish reserve capital to cover potential losses. At least 8% of the profit for the financial year disclosed in the standalone financi al statements of the parent company should be transferred to the category of capital until the capital has reached the amount of at least one third of the share capital of the parent entity. The use of reserve capital and reserve funds is determined b y the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used solely to cover the losses disclosed in the standalone financial statements of the parent entity and cannot be distributed to other purposes.
As on the date hereof, the Company had no preferred shares.
The possibility of disbursement of potential dividend by the Company to its shareholders depends on the level of payments received from its subsidiaries. The risk associated with the Company's ability to disburse dividend was described in the part "Risk factors" of the annual report for 2018.
In connection with the term and revolving loan agreements signed on 9 September 2016, agreements related to the bond issue pursuant to which on 30 September 2016 the Company issued bonds and the intercreditor agreement, the possibility of the Company to pay dividend is subject to satisfying certain financial ratios by the Group in two periods preceding such distribution (as the term is defined in the term and revolving loan agreements) and no occurrence of any events of default (as defined in the term and revolving loan agreements).
The Company's General Meeting held on 13 June 2018 approved the financial statements for 2017, and approved a resolution on distribution of dividend to the Company's shareholders from its retained net profit in the Company's reserves of PLN 13,857,556.60. Dividend per share was PLN 0.20. The Company's General Meeting determined 20 June 2018 as the ex-dividend date and 27 June 2018 as the dividend distribution date. The dividend was paid according to schedule.
The Company's Ordinary Shareholders Meeting held on 28 May 2019 did not make a decision on dividend disbursement.
Earnings per share are established by dividing the net profit/(loss) or net profit/(loss) from continuing operations for the reporting period attributable to the Company's ordinary shareholders by the weighted average number of ordinary shares outstanding 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:
| 3-month period ended on 31 March 2019 (unaudited) |
3-month period ended on 31 March 2018 (revised) |
|
|---|---|---|
| Net profit / (loss) for the reporting period from continuing operations attributable to the shareholders of the Parent Entity |
15 569 | 16 999 |
| Net profit / (loss) for the reporting period from discontinued operations attributable to the shareholders of the Parent Entity |
(1 317) | (904) |
| Net profit (loss) for the reporting period attributable to the shareholders of the | ||
| Parent Entity | 14 252 | 16 095 |
| Number of ordinary shares – A series | 50 000 | 50 000 |
| Number of ordinary shares – B series | 44 253 500 | 44 253 500 |
| Number of ordinary shares – C series | 8 100 000 | 8 100 000 |
| Number of ordinary shares – E series | 3 000 000 | 3 000 000 |
| Number of ordinary shares – F series | 13 884 283 | 13 884 283 |
| Total number of shares | 69 287 783 | 69 287 783 |
| Weighted average number of shares | 69 287 783 | 69 287 783 |
| Diluted weighted average number of ordinary shares | 69 287 783 | 69 287 783 |
| Profit (loss) per share (in PLN) | ||
| – basic earnings from the profit/(loss) for the period attributable to the | ||
| shareholders of the Parent Entity | 0,21 | 0,23 |
| – basic earnings profit/(loss) for the period from continuing operations | ||
| attributable to the shareholders of the Parent Entity | 0,22 | 0,25 - |
| Diluted profit (loss) per share (in PLN) | - | |
| – from the profit/(loss) for the period attributable to the shareholders of the | ||
| Parent Entity | 0,21 | 0,23 |
| – from the profit/(loss) for the period from continuing operations attributable to | ||
| the shareholders of the Parent Entity | 0,22 | 0,25 |
In the period covered with these financial statements, the Group partly repaid its term loan under the loan agreement of 9 September 2016 with a bank consortium of PLN 23,611 thousand and the Group increased its debt under overdraft facilities to the above consortium of banks by PLN 820 thousand.
The other changes to loans and borrowings as at 31 March 2019, compared to 31 December 2018 result mainly from balance sheet evaluation and payment of interest accrued as at 31 December 2018 and paid in Q1 2019.
In connection with the term and revolving loan agreements, agreements related to bond issues, signed on 9 September 2016, the Group agreed to maintain specified financial ratios that are calculated at the end of each quarter. As at 31 March 2019, the Group failed to comply with the ratios specified in the loan agreement and the bond issue agreement. As a result, the entire debt under those agreements was disclosed as short-term liabilities as at 31 March 2019.
| As at | As at | ||
|---|---|---|---|
| 31 March 2019 | 31 December 2018 | ||
| Share capital | (unaudited) | ||
| 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 Trade receivables |
13 884 | 13 884 | |
| 69 288 | 69 288 |
| Registration date of capital increase | Volume | Value in PLN | |
|---|---|---|---|
| Ordinary issued and fully paid-up shares | |||
| Issued on 30 April 2008 | 28.05.2008 | 50 000 | 50 000 |
| Issued on 12 September 2008 | 12.09.2008 | 44 253 468 | 44 253 468 |
| Issued on 20 April 2009 | 01.06.2009 | 32 | 32 |
| Issued on 30 July 2009 | 12.11.2009 | 8 100 000 | 8 100 000 |
| Issued on 01 March 2010 | 17.03.2010 | 3 000 000 | 3 000 000 |
| Issued on 20 December 2012 | 09.01.2013 | 10 740 983 | 10 740 983 |
| Issued on 10 January 2013 | 29.01.2013 | 283 947 | 283 947 |
| Issued on 11 February 2013 | 18.03.2013 | 2 133 100 | 2 133 100 |
| Issued on 06 March 2013 | 22.03.2013 | 726 253 | 726 253 |
| As at 31 March 2019 (unaudited) | 69 287 783 | 69 287 783 |
The Company holds the following financial instruments: cash at hand and in bank accounts, loans, bonds, borrowings, receivables, liabilities under leases, SWAP interest rate contracts, forward FX contracts, forward contracts for the purchase of electricity and forward contracts for the sale of pulp.
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 include forward term contracts. Additionally, in order to mitigate the volatility of future energy prices, the Paper Mills and Pulp Mills in Sweden apply forward contracts fo r the purchase of electricity. Arctic Paper Kostrzyn, in order to mitigate the volatility of future interest costs on loans, has concluded interest rate SWAP contracts. Rottneros Group companies, in order to mitigate the volatility of future inflows from pulp sales, entered into forward contracts for pulp sales.
As at 31 March 2019, the Group used cash flow hedge accounting for the following hedging items:
As at 31 March 2019, the Group used fair value hedge accounting for the following hedging items:
— Arctic Paper S.A. designated floor option derivatives to hedge a ccounting to hedge fair value, entitling to reduce EURIBOR for the interest rate of a part of the bank loan in EUR to the market level if the market EURIBOR falls under 0%.
As at 31 March 2018, the Group's cash flows were hedged with forward FX contracts, forward contracts for purchases of electricity, forward contracts for sales of pulp, interest rate SWAPs.
Cash flow hedge accounting related to foreign currency trading using FX forward transactions
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting regarding the sale of EUR for SEK:
| Type of hedge | Cash flow hedge related to planned sales in foreign currencies |
|---|---|
| Hedged position | The hedged position is a part of highly likely future cash inflows for exports |
| Hedging instruments | FX forward contracts are used wherein the Company agrees to sell EUR for SEK |
| Contract parameters: | |
| Contract conclusion dates | 2 019 |
| Maturity date | subject to contract; by 3.05.2019 |
| Hedged amount | EUR 2.5 million |
| Term exchange rate | 10.59 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 | 2 019 | |
| Maturity date | subject to contract; by 10.05.2019 | |
| Hedged amount | USD 10.0 million | |
| Term exchange rate | 9.30 SEK/USD |
The table below presents detailed information concerning the hedging relationship in cash flow hedge accounting regarding sales of pulp:
| Type of hedge | Cash flow hedge related to sales of pulp |
|---|---|
| Hedged position | The hedged position is a part of highly likely future cash inflows for pulp sales |
| Hedging instruments | Forward contracts are used as the hedging item wherein the Company agrees to sell pulp for SEK |
| Contract parameters: | |
| Contract conclusion date | 2 018 |
| Maturity date | individually per contract up to 31.12.2019 |
| Hedged quantity of pulp | 9,000 tons |
| Term price | SEK 9,800/ton |
Cash flow hedge accounting related to electricity purchases with the use of forward transactions
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting related to electricity purchases:
| Type of hedge | Cash flow hedge related to planned purchases of electricity |
|---|---|
| Hedged position | The hedged position is a part of highly likely future cash flows for electricity purchases |
| Hedging instruments | Forward contract for the purchase of electricity at Nord Pool Exchange |
| Contract parameters: | |
| Contract conclusion date | individually per contract; from 01.05.2015 |
| Maturity date | subject to contract; by 31.12.2023 |
| Hedged quantity of electricity | 1.260.000 MWh |
| Term price | from 16.55 to 36.30 EUR/MWh |
Cash flow volatility hedge accounting related to variable loan interest rate of the long-term loan with the use of SWAP transactions
The table below presents detailed information concerning the hedging relationship in the cash flow hedge accounting related to payment of interest in EUR on the loan in EUR:
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan |
|---|---|
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 12 million |
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan |
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 18.07.2017 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 3,986 thousand. |
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan |
|---|---|
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
| Contract parameters: Contract conclusion date Maturity date Hedged value |
21.11.2016 each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2021 interest payable in line with the payment schedule under the loan agreement of EUR 2.6 million |
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR revolving long-term loans |
| 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 Maturity date Hedged value |
21.11.2016 each interest payment date in line with the payment schedule under the loan agreement; by 30.08.2019 interest payable in line with the payment schedule under the loan agreement of EUR 9.9 million |
| Type of hedge | Hedge of cash flows related to variable interest rate on the EUR long-term loan |
| Hedged position | Future EUR interest flows on EUR loan calculated on the basis of 6M EURIBOR |
| Hedging instruments | SWAP transaction under which the Company agreed to pay interest in EUR on the EUR loan on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 27.07.2018 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 28.02.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 3,344 thousand. |
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 bonds |
|---|---|
| Hedged value | interest payable in line with the payment schedule under the loan agreement of PLN 10 million |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 30.08.2019 |
| Contract conclusion date | 21.11.2016 |
| Contract parameters: | |
| 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 |
| Hedged position | Future PLN interest flows on PLN loan calculated on the basis of 3M WIBOR |
| Type of hedge | Hedge of cash flows related to variable interest rate on the PLN revolving long-term loans |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of PLN 11.5 million |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2021 |
| Contract conclusion date | 21.11.2016 |
| Contract parameters: | |
| 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 |
| Hedged position | Future PLN interest flows on PLN loan calculated on the basis of 6M WIBOR |
| Type of hedge | Hedge of cash flows related to variable interest rate on the PLN long-term loan |
| Hedged position | Future PLN interest flows in PLN loan calculated on the basis of interest payments on PLN bonds at 6M WIBOR |
|---|---|
| Hedging instruments | The hedging item is a SWAP transaction under which the Company agreed to pay interest in PLN on the PLN bonds on the basis of a fixed interest rate |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the bond issue agreement; by 31.08.2021 |
| Hedged value | interest payable in line with the payment schedule under of interest of PLN 100 million |
| 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 Maturity date Hedged value |
31.07.2018 each interest payment date in line with the payment schedule under the loan agreement; by 29.01.2021 interest payable in line with the payment schedule under the loan agreement of PLN 25.8 million. |
As at 31 March 2019, the Group had floor options as hedge to fair value.
Fair value hedge accounting related to a floor option
| Type of hedge | The right to reduce cash flows under payment of interest due to decrease of EURIBOR below 0% |
|---|---|
| Hedged position | The hedged item are future EUR interest flows in EUR related to a loan in EUR calculated on the basis of 6M EURIBOR |
| Hedging instruments | The hedging item is a floor option under which the Company acquires the right to pay interest in EUR on the basis of EURIBOR below 0% |
| Contract parameters: | |
| Contract conclusion date | 21.11.2016 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 12 million |
| Type of hedge | The right to reduce cash flows under payment of interest due to decrease of EURIBOR below 0% |
| Hedged position | The hedged item are future EUR interest flows in EUR related to a loan in EUR calculated on the basis of 6M EURIBOR |
| Hedging instruments | The hedging item is a floor option under which the Company acquires the right to pay interest in EUR on the basis of EURIBOR below 0% |
| Contract parameters: | |
| Contract conclusion date | 18.07.2017 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 31.08.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 3,986 thousand. |
| Type of hedge | The right to reduce cash flows under payment of interest due to decrease of EURIBOR below 0% |
| Hedged position | The hedged item are future EUR interest flows in EUR related to a loan in EUR calculated on the basis of 6M EURIBOR |
| Hedging instruments | The hedging item is a floor option under which the Company acquires the right to pay interest in EUR on the basis of EURIBOR below 0% |
| Contract parameters: | |
| Contract conclusion date | 27.07.2018 |
| Maturity date | each interest payment date in line with the payment schedule under the loan agreement; by 28.02.2022 |
| Hedged value | interest payable in line with the payment schedule under the loan agreement of EUR 3,344 thousand. |
The table below presents the fair value of hedging instruments in cash flow and fair value hedge accounting as at 31 March 2019 and the comparative data:
| As at 31 March 2019 | As at 31 December 2018 | |||
|---|---|---|---|---|
| (unaudited) | (unaudited) | |||
| Assets | Equity and | Assets | Equity and | |
| Liabilities | Liabilities | |||
| FX forward | 413 | - | 420 | - |
| Forward on pulp sales | - | 2 065 | - | 3 361 |
| SWAP | - | 3 104 | - | 3 879 |
| Floor option | - | (178) | - | (231) |
| Forward for electricity | 45 994 | - | 92 046 | - |
| Tota l hed g ing d eriva tive instrum ents | 46 407 | 4 991 | 92 466 | 7 009 |
The Group's principal financial instruments comprise bank loans and borrowings, bonds, leases and hire purchase contracts. The main purpose of those financial instruments is to raise finance for the Group's operations.
The Group also uses factoring without recourse for trade receivables. The main purpose for using the financial instrument is to quickly raise funds. The receivables covered with factoring were derecognised from the consolidated balance sheet since conditions have been met to derecognise the assets in compliance with IAS 39
The Group has various other financial instruments such as trade receivables and payables which arise directly from its operations. The core risks arising from the Group's financial instruments include: interest rate risk, liquidity risk, FX ris k and credit risk. The Management Board reviews and approves policies for managing each of those risks.
The Arctic Paper Group uses cash-pooling EUR and PLN. The operation consists in pooling cash balances held by the individual system participants and setting them off with temporary shortages of funds with the other cash -pool participants. The solution supports effective cash management in the Group and minimising the costs of external funding sources by using the Group's own cash.
In the opinion of the Management Board – in comparison to the annual consolidated financial statements made as at 31 December 2018 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 rati ng and healthy capital ratios in order to support its business operations and maximise shareholder value. In the Management Board's opinion – in comparison to the annual consolidated financial statements made as at 31 December 2018, there have been no sign ificant changes to the objectives and policies of capital management.
As at 31 March 2019, the Group reported:
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 the companies of the Rottneros Group, are all part of the European Union Emission Trading Scheme. The previous period to exercise rights to the issue 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 and the usage of the rights to the issue by each entity in 2013-2018 and in Q1 2019.
| (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 | 133 061 | 87 652 | 46 003 | - |
| Issue | (150 577) | (147 950) | (162 467) | (170 696) | (142 784) | (136 565) | (36 486) | - |
| Purchased quantity | - | - | - | - | - | - | - | - |
| Sold quantity | - | - | - | - | - | - | - | - |
| Unused quantity | 306 448 | 263 932 | 203 917 | 133 061 | 87 652 | 46 003 | - | - |
| (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 | (11 572) | (10 619) | (27 676) | - |
| Issue | (1 281) | (3 407) | (32 465) | (21 038) | (40 160) | (57 368) | (12 474) | - |
| Purchased quantity | - | - | 7 | - | - | - | - | - |
| Sold quantity | - | - | (100 000) | (50 000) | - | - | - | - |
| Unused quantity | 67 262 | 107 325 | 17 559 | (11 572) | (10 619) | (27 676) | (651) ** | |
| (in tons) dla Arctic Paper Grycksbo AB | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| Allocation* | 77 037 | 75 689 | 74 326 | 72 948 | 71 556 | 70 151 | 68 730 | 67 304 |
| Unused quantity from previous years | 69 411 | 111 448 | 734 | 60 | 1 008 | 2 564 | - | - |
| Issue | - | - | - | - | - | - | - | - |
| Purchased quantity | - | - | - | - | - | - | - | - |
| Sold quantity | (35 000) | (186 403) | (75 000) | (72 000) | (70 000) | (72 715) | (68 730) | - |
| Unused quantity | 111 448 | 734 | 60 | 1 008 | 2 564 | - | - | - |
| (in tons) for Rottneros' subsidiaries | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| Allocation* | 30 681 | 30 484 | 29 938 | 29 387 | 28 830 | 28 268 | 27 698 | 27 127 |
| Unused quantity from previous years | 72 888 | 90 522 | 101 986 | 104 991 | 113 085 | 123 208 | 73 104 | - |
| Issue | (13 047) | (19 020) | (26 933) | (21 293) | (18 707) | (15 372) | (6 705) | - |
| Purchased quantity | - | - | - | - | - | - | - | - |
| Sold quantity | - | - | - | - | - | (63 000) | (55 000) | - |
| Unused quantity | 90 522 | 101 986 | 104 991 | 113 085 | 123 208 | 73 104 | 39 097 | - |
* - the values result from the Regulation of the Council of Ministers on the list of installations other than generating electrical energy, subject to the trading system of rights to emit greenhouse gases in the settlement period commencing on 1 January 2013, along with the number of emission rights allocated thereto.
** - any deficit of emission rights as at 31 December 2018 will be covered from a surplus over the estimated annual issue of the new allocation for 2019, available before the rights for 2018 have to be accounted for; the shortage for 2019 will covered with the allocations for 2020.
In the current period, the Group companies did not receive any subsidies with the exception of those disclosed in the consolidated financial statements for the year ended on 31 December 2018.
Słubice Special Economic Zone (KSSSE). Based on the permission issued by the Kostrzyńsko -Słubicka Specjalna Strefa Ekonomiczna S.A. it benefits from an investment tax relief as regards the activities carried out under the permission.
The tax exemption is of conditional nature. The provisions of the Act on special economic zones provide that such tax relief may be revoked if at least one of the following occurs:
Based on the permit issued on 25 August 2006, the Company could benefit from the exempti on until 15 November 2017. Item I of the permit relating to the date by which the Company may enjoy the permit was deleted by Decision of the Minister of Economy No. 321/IW/14 of 6 November 2014. Now the Company is entitled to use the permit by 2026 or by the date SSE exist in Poland pursuant to the applicable regulations. The permit may be used subject to the incurrence in the zone of capital expenditures within the meaning of Art. 6 of the Regulation of the Council of Ministers of 14 September 2004 on the Kostrzyńsko-Słubicka Specjalna Strefa Ekonomiczna (Special Economic Zone), underlying the calculation of public aid in compliance with Art. 3 of the Regulation with the value in excess of EUR 40,000 thousand by 31 December 2013, translated at the EUR mean rate published by the President of the National Bank of Poland on the actual expenditure date. Creation in Zone minimum five new jobs within the meaning of Art. 3.3 and Art. 3.6 of the Regulation by 31 December 2011 and maintaining the employment level of minimum 453 people during the period from 1 January 2012 to 31 December 2013. The above terms and conditions have been satisfied.
The conditions of the exemption have not changed in the reporting period. The Group has not been inspected by any competent body.
During the period from 25 August 2006 to 31 March 2019, 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 62,718 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 6,513 thousand as at 31 March 2019.
After the balance sheet date, there were no other material events which have not been disclosed in t his report and which might have had a material influence on the capital and financial position of the Group.
| Position | First and last name | Date | Signature |
|---|---|---|---|
| President of the Management Board Chief Executive Officer |
Michał Jarczyński | 28 May 2019 | |
| Member of the Management Board Chief Financial Officer |
Göran Eklund | 28 May 2019 |
J.H. Dąbrowskiego 334 A, Box 383 Phone: +48 61 6262 000 Phone: +46 770 110 120 Fax.+48 61 6262 001 Fax. +46 31 631 725
Investor relations: [email protected]
© 2019 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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